Sonic Generations: Friendship is Timeless
by GreenSonic21
Summary: Sonic and Tails meet the main cast of "Friendship is Magic" in this re-imagining of "Sonic Generations"! When both of their worlds are attacked by a mysterious entity, it's up to Sonic, Tails, Spike, and the Elements of Harmony to make things right again!
1. A Two Way Split

The last bits of Luna's night were chased away by the rising of Celestia's sun, the moon taking its leave as the skies of Equestria began to brighten up. Inside the Ponyville Library, Twilight Sparkle's eyelids began to twitch as the sunlight made its way across the floor. She turned over onto her side as it reached her eyes, trying to squeeze out another minute or two of sleep.

She soon lost the battle and her eyelids separated, revealing her violet eyes. She let out a yawn as she sat up, running a hoof across her face in an attempt to wipe the remnants of sleep away. She soon lowered her hoof and, after a moment, got out of her bed, setting her four hooves down on the wooden floor. Glancing over at the basket housing the sleeping form of her assistant, she decided to let him sleep in for a little while and walked over to her dresser, picking her brush up with her magic and beginning to brush the bed head out of her hair.

When her mane was back to its usual straight appearance, she smiled at her reflection and made her way down to the first floor of the library. She picked up a scroll on the table in the center of the floor and unrolled it, looking over the schedule she had made last night for today. Rolling it back up, she walked over to a nearby bookcase and used her magic to pull several books off of the shelves before walking over to another bookcase and doing the same. When she had all the books she was looking for, she walked back to the center table and pulled a book off the top of the first pile, setting it down and opening it.

About an hour or two later, Twilight was startled out of her reading by Spike walking down the stairs while saying, "Good morning, Twilight! What can I get you for breakfast?"

Twilight looked back at him over her shoulder and asked, "Spike, what are you doing up so early? I was going to let you sleep in."

The baby dragon replied, "Twilight, it's, like, 9:30 right now. I think I've slept long enough."

Twilight blushed, "Oh, right. Uh, I don't know. Anything's fine, I guess. I'm just about done looking through this book anyway."

Spike nodded, "Okay." He then walked into the kitchen to get started on breakfast while Twilight turned back to her book, resuming where she had left off. She soon closed the book and was just about to start on another one when Spike called her, saying breakfast was ready. She returned to the main room a little later, having enjoyed the grass pancakes Spike had made, and resumed reading while he got to work on his morning chores.

Aside from the light sound of Spike working, the air in the library was relatively quiet. The peace was eventually broken by a knocking at the door. Twilight looked up as Spike ran to answer it. Pushing the door open, he smiled at the cyan mare outside, "Hey Rainbow Dash! How's it going?"

The proud pegasus said, "Awesomely amazing, Spike, as usual. Hey, is Twilight home?"

Twilight waved from where she was sitting, "Right here, Rainbow Dash. If you're here about the new Daring Do book, I'm still waiting on the shipment."

Rainbow Dash trotted in and over to the table, standing opposite of Twilight as she said, "Nah, that's not what I'm here for. Pinkie Pie and Fluttershy wanted to get everypony together for something fun, so they decided to have a picnic. We're all gonna meet up a little later for it, so I was just dropping by to ask if you wanted to come."

Twilight smiled, "A picnic? Sure, my schedule is pretty light today." She looked over at her assistant, who was standing near a bookcase, and asked, "Spike, do you want to come too?"

The baby dragon replied, "Yeah! Sounds like fun!"

Rainbow Dash said, "Okay then. I'll let the girls know both of you are coming. See you later!" She then ran out through the open door and spread her wings. When Spike moved over to the door, he saw her take off while leaving behind her signature rainbow trail.

"Wow… I don't think there's anypony out there who could match Rainbow Dash's speed when she's in full flight mode," he breathed. Pulling the door closed, he asked, "What do you think, Twilight? …Twilight?" Looking back at the mare, he saw she was looking down at the book in front of her. Walking over to her, he leapt up and grabbed onto the edge of the desk, pulling himself up and resting his elbows on top of the table as he looked down at what she was reading. He sighed, "Twilight, it's been over a week since that happened. Why are you still worrying about it?"

Twilight used her magic to pick Spike up and set him down on the table before replying, "Because I'm still not sure what to think, Spike. Sure, we got a great lesson on friendship from that trip up the mountain, same as when that dragon was sleeping there, but I still have this feeling that we missed something. Something important…"

Spike shrugged, "I don't know, Twilight. I mean, how much can you miss when it comes to rockslides? Sure, the fact that that many occurred is kind of strange, but you all came together and figured out there were a lot of loose rocks up there. That's enough, isn't it? That had to have been all it was."

Twilight sighed to herself. As much as she wanted to accept that what happened that day was completely natural, she couldn't shake the feeling that something was off and it was going to come back to bite them on the flank. She used her magic to close her book and moved it back on top of the pile. As she moved to put all the books back where she found them, she said, "I still think there's more to it than that, Spike. Lots of ponies said they heard an explosion that day, before the first rockslide started. What could've caused an explosion?"

Spike replied, "I don't know, but I don't think you're going to find the answer in a book. Besides, you went back up there a few days after it happened and found nothing. Why don't you just relax and take your mind off of this for one day? Worrying about it certainly isn't going to make the picnic any fun."

Twilight said, "Yeah, I guess you're right, Spike."

Spike puffed up his chest, "Well, of course I am. I've had to help calm you down in the past, after all."

Twilight turned and smiled at him, "Okay, you've got me there. Listen, I'm going to stop by Zecora's for some tea. Just take care of the rest of your chores and, after the picnic, you can have the rest of the day off."

Spike immediately saluted, "Aye aye, ma'am!" He then raced back upstairs to finish the rest of his chores. Twilight giggled to herself and headed for the front door, using her magic to open it and close it after stepping outside. She then headed straight for the Everfree Forest.

After a few minutes of walking through Ponyville, Twilight stood at the entrance to the Everfree Forest. After taking a moment to mentally trace her route to Zecora's home, so as not to wander off the path like the time when she ran into the cockatrice, she started walking into the forest. She kept her eyes and ears open as she walked, looking and listening for anything unusual. When it came to the Everfree Forest, a pony couldn't be too careful.

After a couple minutes of walking, Twilight entered the clearing in front of Zecora's home. Hoping she wasn't interrupting anything, she walked up to the front door and knocked twice. Inside, she heard the zebra say, "I heard a knock, who has come here?" Opening the door, Zecora smiled, "Ah, Twilight Sparkle, come in, my dear!"

Twilight returned the smile and stepped inside. She spoke, "I hope I'm not interrupting anything, Zecora. I was just wondering if I could get some of your tea."

Zecora walked over to her cauldron and said, "It is no trouble, for as you can see, I was already working on a fresh batch of tea. Sit down, Twilight, and take a sip. As short as it was, coming here was still a trip."

Twilight walked over and took a seat on the floor near the cauldron. "Thanks, Zecora. I really like your tea," she commented.

Using a ladle, Zecora poured the tea in two cups and allowed Twilight to take her cup with her magic before walking over with her own and sitting down in front of the lavender unicorn. "I know that you enjoy my brew; that is why I enjoy sharing it with you." Twilight nodded and they both sipped their tea, making small talk all the while.

A short while later, both Twilight and Zecora exited the zebra's house, Twilight needing to get back to Ponyville for the picnic and Zecora wanting to visit a few ponies in town. They continued talking as they walked, Twilight soon asking if Zecora wanted to come to the picnic. The zebra eventually agreed to stop by after seeing the ponies she was planning to visit.

As they neared Ponyville, they stepped around a patch of poison joke. Not long after avoiding the blue flowers, the ground beneath them suddenly shook! Both Twilight and Zecora came to a stop as the earth rumbled, but it soon quieted down. "Uh, that was… Were you expecting that?" Twilight asked, not really sure what else to say.

Zecora shook her head, "If the earth were heaving itself, I would've felt a sensation. But that was not a natural vibration. Something has disturbed the forest, of this I am sure. But I do not know whether it is malicious or pure."

Twilight asked, "I suppose we should make sure everything is okay in Ponyville, right?" Zecora nodded and they resumed walking, though at a slightly faster pace than before.

When they reached Ponyville, they found that everypony was going about their business, like nothing had happened. "What's going on? We both couldn't have imagined that earthquake just now, could we?" Twilight asked.

"That would be unlikely, I surmise; there is no pulling the wool over these eyes. Whatever caused that shake is troubling my mind; let us ask around and see what we can find," Zecora replied. Twilight nodded and they quickly trotted into Ponyville, neither one noticing a purplish-black void beginning to form up in the sky.

**Soon…**

"Derpy, will you watch where you're flying? I nearly crashed into you that time!" Rainbow Dash exclaimed at a cross-eyed bluish-gray pegasus with a light yellow mane and a cutie mark of bubbles, both of them flapping their wings to remain in the air.

"Sorry about that, Rainbow Dash! I just don't know what I was thinking just now!" Derpy said.

"Huh, that makes two of us," Rainbow Dash muttered under her breath.

Down on the ground below, Rarity had set up a picnic blanket in the usual spot and Fluttershy was making sure it was lying flat on the ground. Applejack, meanwhile, was digging into a picnic basket prepared by Fluttershy, pulling out some food and silverware while Rarity looked through what Pinkie Pie had brought. The pink earth pony herself was bouncing around after opening a basket filled with balloons, which floated away shortly after the blanket covering them had been taken off.

Looking up at the two pegasi above, Applejack commented, "Rainbow really shouldn't argue with Derpy like that."

Rarity looked up and nodded, "I agree. Just because she's a bit… ditzy doesn't mean she has to get so angry at her. Some ponies might take offense to that!"

Fluttershy said, "Oh, I wish Rainbow Dash would treat Derpy a little nicer too, but she's worried about Derpy's well-being at least. I'm glad she's not trying to push her away or anything mean like that."

Pinkie Pie bounced over next to Fluttershy and said, "Dashie would never do something like that, Fluttershy! That wouldn't be like her, being disloyal like some disloyal disloyalty pants!" She then looked around and asked, "Now, what's keeping Twilight? I thought Rainbow Dash said she'd be here!"

Spike, who was sitting under the nearby tree, said, "She said she was going to stop by Zecora's for some tea. They're probably talking with each other and lost track of time." He then returned to relaxing under the tree, enjoying the nice day.

Pinkie Pie exclaimed, "Ooh! Maybe Zecora will come too! That would be so much fun!"

Applejack looked off to the side and noticed a large red stallion pulling a wagon behind him approaching. She stood up and walked over to the corner of the picnic blanket he was closest to, saying, "Howdy there, big brother! Done working for today?"

Big Macintosh came to a stop near the picnic blanket and drawled, "Eeyup. Granny Smith told me 'bout your picnic, so Ah thought Ah'd bring y'all some refreshments."

Applejack looked back at his wagon and saw a dozen bottles of apple juice on it. "Well, thank ya kindly then, big brother! Here, let me help ya with that." She walked around to the side of the wagon and picked up two bottles with her hooves before asking, "So what's Granny Smith up to right now?"

Big Macintosh said, "Said she was gonna pick up Apple Bloom from school. Probably gonna take 'er out shoppin', Ah reckon." Applejack nodded and set the bottles she was holding down on the picnic blanket before moving back to help Big Macintosh unload the rest. Rainbow Dash came down soon after they were done, Derpy quietly following after her and almost crashing into her when she landed. Big Macintosh then said, "Ah reckon Ah'll leave y'all to yer picnic then."

Spike, having come out from under the tree while the two siblings were unloading the apple juice, said, "Aw, come on, Big Macintosh! You can stick around for a while."

Applejack nodded, "Sure! Pinkie Pie and Fluttershy packed extra in case anypony wanted to join in. It ain't a problem if ya wanna relax." Looking back over her shoulder, she saw Twilight and Zecora coming towards the group. She turned and called, "Howdy, y'all!"

Pinkie Pie popped up in front of the two as they got closer, causing them to stop suddenly, and said, "Yay, you made it, Twilight! And you brought Zecora too! Oh, this is going to be great!"

Rarity trotted over and said, "Darling, I'm so glad you could make it! I do hope that, after all that studying, you'll take the time to unwind."

Twilight asked, "Uh, did anypony feel that earthquake earlier?"

Everypony looked at her funny at that. "What are you talking about, Twilight? There wasn't an earthquake," Spike said.

Zecora replied, "I would like to believe that, but it was not fake. While we walked through the forest, the ground did shake."

Derpy exclaimed, "Silly ground! Why would you startle Twilight and Zecora like that?"

Applejack asked, "Well, couldn't that just have been something that usually happens in the Everfree Forest?"

Rainbow Dash nodded, "Yeah! Strange stuff happens in there all the time!"

Twilight replied, "Zecora said she wasn't expecting it to happen, and she understands the forest better than anypony. I think we might have a problem on our hooves."

Rainbow Dash sighed, "Oh great. How big a problem are we talking?"

KRAKA-BOOM! Everypony's heads immediately jerked in the direction of that sound, looking up at the sky as a vortex formed high above them with lightning shooting out of it. Suddenly, a large creature that was mostly obscured by some kind of black smoke (only the silhouettes of its mouth and eyes could be seen) pulled itself out through the vortex with a loud roar. "Uh, that big a problem?" Twilight guessed.

"Aw, hayseeds," Applejack groaned as the creature floated freely in the air, glaring down at the seven mares, zebra, stallion, and baby dragon.

Fluttershy dropped to the ground and hid her face behind her mane while placing her hooves on top of her head. She squeaked, "Eek, it's scary! What is it?"

Pinkie Pie looked down at her and said, "Don't worry, Fluttershy, it can't hurt you! Remember… Giggle at the ghost- Whoa!" The pink party pony was cut off from breaking into song when she suddenly felt herself being dragged across the ground. Actually, everypony could feel some kind of suction beginning to pull at them. Helping Spike up onto her back, Twilight took another look up at the creature and saw that it had created some kind of portals, which were floating in the air between its arms. Just like everypony else, she dug her hooves into the ground and tried to keep from being pulled up by the suction coming from those portals, the picnic blanket having already been yanked out from under them along with the food and juice.

After a moment, Derpy, Zecora, and Fluttershy all lost their grips and were all pulled off the ground, each one being pulled into a different portal! Rainbow Dash saw this and regained her composure, spreading her wings and flying up towards the creature while yelling, "Hey, cut it out, you jerk!" She flew straight towards its face, but before she could reach it, it pulled its left arm in front of itself and swung it towards Dash, slapping her back down towards the ground.

The cyan pegasus bounced off of Big Macintosh before hitting the ground and sliding backwards. The sudden impact surprised the red stallion and he lost his grip, also being pulled into a portal. Applejack screamed, "Big Macintosh! Whoa!" Unfortunately, she also lost her grip, as did Pinkie Pie and Rarity, and they all disappeared through their own separate portals too.

Spike yelled, "Rarity!" Looking back at Twilight, he asked, "Twilight, can't you do something?"

While struggling to hold onto the ground, the lavender unicorn groaned, "I don't… know what's going… on, Spike! I don't know… what to- Aah!" Her back legs suddenly came free of the ground and began to pull her and Spike in the direction of the two remaining portals.

Spike looked back at the creature as he clung tightly onto Twilight's back and then looked back at her and asked, "Can't you at least get us out of here?"

Twilight looked up and cracked an eye open as she said, "But… Rainbow Dash…" The rainbow-maned mare had hit the ground hard and had seemingly been knocked out by the impact. Glancing back at the creature over her shoulder, Twilight took another look at Rainbow Dash and made her decision. Her horn lit up as her magenta aura surrounded it, using her remaining strength to erect a force field around Rainbow Dash.

As soon as it was complete, Twilight lost her grip on the ground while, at the same time, Spike lost his grip on her! They both reached out towards each other, but they were both pulled into the last two portals, which closed up immediately after they went through them.

Under the force field Twilight had created, Rainbow Dash gave a twitch, but was unable to do anything else. She simply lay there on the ground as the creature disappeared, a bright white light spreading out from where it had been all over Ponyville. Everypony saw it approaching, but they were unable to do anything as it enveloped them…

* * *

><p>Miles "Tails" Prower flew through the air with the aid of his twin namesakes, flying as fast as his tails could take him. He soon saw his destination come into view: a small outcropping of land near the shore of a lake, surrounded by a few trees. Encouraged by the sight, he went into a dive, flying down towards the area.<p>

As he neared the ground, he saw all of his and Sonic's friends gathered around or near a lone picnic table, setting things up. Knuckles the Echidna, Amy Rose, Cream the Rabbit, her Chao friend Cheese, Blaze the Cat, Rouge the Bat, and the Chaotix (Espio the Chameleon, Charmy Bee, and Vector the Crocodile) were all there. He landed on the ground at the bottom of a small hill and stopped to catch his breath after all the flying he just did, picking up on what everyone was saying as he panted. "I think we've got enough plates and cups available if we need them," Blaze was saying.

"Oh, I hope Sonic really likes this! This is such a special day for him!" Cream said.

Tails stood up and started to run up the hill as he heard Knuckles say, "I'm sure he'll at least appreciate it. Even he can't run from birthdays."

Tails crested the hill as Amy said, "Well, he'd better do more than just appreciate it after all the hard work I put into this!"

Rouge smirked, "You think you did all this by yourself, Amy? Don't kid yourself." Looking up, she said, "Oh, speaking of kids…"

Tails ran down the hill and stopped at the bottom as Espio said, "Welcome back, Tails. Is Sonic on his way?"

The young fox replied, "I think so. I left him a message to meet me here. He should've seen it by now."

Charmy cheered, "I can't wait to see the look on his face!"

Vector said, "Calm down, Charmy. He still has to get here before we can surprise him!"

Tails spun his twin namesakes and flew up as he said, "I'll keep an eye out for him. Are we ready?"

Knuckles spoke, "Everything's all set up. We're good to go."

Tails nodded, "Good." He landed on top of the hill and looked out into the distance. Moments later, he saw a blue streak coming towards him. Turning back around, he called, "Heads up, everyone! He's coming!"

He then turned back around, only to see a familiar blue hedgehog come skidding to a stop right next to him. "Hey, Tails! So what's up? You wanted me to meet you here, right?" Sonic asked.

Tails nodded, "Yeah, about that…" He gestured towards the bottom of the hill, and as Sonic looked…

"SURPRISE!" everyone shouted at the same time, followed by party poppers being shot off. Sonic looked down and saw, in addition to chili dogs, cupcakes, and small coolers full of cold beverage, there was a white birthday cake with pink frosting sitting on the picnic table, which all of his friends were standing around.

He grinned, "Aw, you guys…" He then followed Tails down the hill towards the picnic table as everyone began to enjoy the birthday spread, avoiding Amy's attempts to give him a birthday kiss as he did.

As they neared the table, Tails turned to Sonic and said, "It's kind of impossible to surprise you."

Sonic replied, "You totally got me this time. I had no idea."

Tails smiled, "Yeah, right." Upon reaching the table, the fox kit grabbed a plate holding a chili dog with a ribbon wrapped around it and held it out towards Sonic. "Happy birthday, Sonic. I hope you like it."

Sonic grabbed the chili dog and took a bite out of it before saying, "Like it? I LOVE it!" The duo continued talking as the party began to get in full swing and Amy started walking over to Sonic, attempting to make another attempt at kissing him.

Unfortunately, everything was interrupted when what sounded like lightning and a fierce wind blasted through the area, sending Sonic's chili dog and everything on the picnic table flying! As if the force suddenly reversed itself, everything (with the exception of Sonic's chili dog, which had flown straight up) went flying back the way it came, some of Sonic's friends getting hit by baked goods or wet as everything was sucked up into a purplish-black void.

Tails pointed up at the void as a creature surrounded by black smoke pulled itself out of the gateway it had created and exclaimed, "Sonic, look!" The blue hedgehog turned his attention away from his missing chili dog and looked up at the creature now floating in the air, the vortex it had come through having closed. As it began to create portals that floated in the air, Tails asked, "What's it doing?"

All of a sudden, Charmy was caught up in the fierce wind that was being created by the creature's portals and was pulled towards one, despite Vector and Espio's attempts to grab him. They soon followed after him, as did Knuckles, Rouge, and Amy, the pink hedgehog screaming, "SONIC!" They were all pulled through different portals, each one closing around them.

Sonic ran towards the creature, ignoring the pull of the wind, and shouted, "Hey! Not cool!" He leapt up towards it and went into a Homing Attack, aiming for the creature's face. Unfortunately, it pulled its right arm in front of it and slapped him away, Sonic hitting the ground and bouncing back over the picnic table and over the fence, coming to a stop on his front on the grass between the fence and the lake.

As he lay on the ground, unmoving, Cream and Cheese were pulled into one of the three remaining portals and Blaze into another. Tails, as he struggled to hold onto the grass, looked up at Sonic and called, "Sonic… Help us…!" He then lost his grip and was pulled towards the last remaining portal, shouting, "SONIC!"

The blue blur tried to fight the haze clouding his head at his best friend's shout, but was unable to do anything more than twitch a little as the last portal closed, blackness moving in and covering his vision…

* * *

><p>Hey everyone! I know this particular crossover isn't very popular, considering what I've seen before, but I've had an idea like this for a while now and I want to know if I can do a good StHxMLP:FiM crossover or if I'm doomed to end up in that same pit of failure.<p>

Anyway, this chapter is just the intro, setting things up. The event that Twilight and Spike talk about will be referenced again later on. And I know about the whole issue with Derpy, but as long as there's a version of "The Last Roundup" with the original scene out there, like in "The Friendship Express" DVD, I'm going to go with that instead of the altered version. If there are any complaints, I can change her name, but I still want her to be in this story.

I think that's about it. I'm interested in hearing what you think, as long as it's meaningful.


	2. Green Hill

"Ugh… Why does Celestia's sun have to be so intense right now…?" Rainbow Dash groaned in her sleep, waving a hoof in the air before snuggling back into her cloud. At least she thought it was a cloud; she was actually lying on a grass-covered hill, the leaves waving softly as a light breeze blew through Rainbow Dash's mane.

Slowly, the gears in the rainbow-maned pegasus' head started to turn as she slowly woke up, beginning to remember what had happened before she blacked out. Suddenly, her eyes snapped open and she shot up, exclaiming, "Twilight!" She quickly looked from side to side, only to realize that she was all alone. Calming down slightly, she looked around again and asked, "What the hay? Where am I?"

Around her, Rainbow Dash could see palm trees, several different types of flowers (including fully grown sunflowers), totem poles, stone carvings, and pieces of land that had checkerboard patterns on their sides. Looking down at the grass, she realized it alternated between light green and dark green, almost like a stripe pattern. Looking up again, she could see more landmasses farther away in some directions, some of them even having waterfalls rolling down them. She knew what all of these things were, and yet she had never seen any of them before, at least not anywhere she had been in Equestria.

Rainbow Dash spoke, "Okay, this is seriously weird. Where am I? Where are…" She stopped herself in mid-sentence as she remembered the creature that had appeared above Ponyville. She growled, "That thing took my friends! And then it stranded me here, wherever here is!" She spread her wings and flapped them, lifting off the ground. As she hovered in the air, she said, "Well, I'm not just going to sit around here! No matter what it takes, I'm going to find that thing and get my friends back, or my name isn't Rainbow 'Danger' Dash!" She then took to the skies, flying above this 'green hill' area as she tried to get her bearings.

* * *

><p>Sonic's eyes opened to a world of white. To his right, all he could make out was his right hand; everything else was complete white. He shifted his fingers a bit and began to move his head as he shook off the last bits of unconsciousness. After a minute, he pressed both hands against the ground, pushing himself up off the ground. He then shifted his weight to his left foot and right knee, holding himself up as he held his right hand to his head. "Uh… Where am I?" he asked. Shaking his head, he stood up and looked to his left and then to his right. Still he could see nothing but white.<p>

Turning around, he finally saw something interesting. "Is that a tree… house?" he guessed as he looked at it. The tree in question, aside from appearing to be mostly white and gray, had multiple windows sticking out of it, what appeared to be an observation deck at the very top of the tree, a balcony, and some kind of sign in front of it. Nodding to himself, he ran towards the tree, coming to a stop in front of it.

Looking at the sign next to him, he muttered, "'Ponyville Library'…? Huh, that's interesting. I've never heard of a place called 'Ponyville' before." Looking towards the front door of the tree, he noticed it had a lit candle carved into the middle of it above two door handles. Shrugging to himself, he reached his right hand out towards the left handle and wrapped his fingers around it. He then gave it a tug, the door easily pulling open.

Stepping inside the tree, Sonic saw that the sign was absolutely correct. In the middle of the room was a round table with a bust sitting atop a raised spot in the middle, but lining the walls were bookcases full of books. "A library inside of a tree… Interesting concept," he murmured. He then shook his head, "This isn't the time to be reading! My friends have been kidnapped by some weird monster! I've gotta find them and help them!"

The blue hedgehog turned to leave and was about to step outside when he thought he heard something. Turning back towards the interior of the library, he muttered, "What was that? It sounded faint, but…" Closing his eyes, he focused on the library's air for a moment, listening. After a minute, he heard it again, a kind of pulsing sound. Opening his eyes and stepping slowly across the library floor, he kept his ears open, continuing to listen for the sound as he searched for its source.

His ears eventually led him to what appeared to be the library's basement. Pushing the door open, he stepped through it and looked down. Down below, he could see what appeared to be a white portal nestled against one of the walls, the portal pulsing softly as it floated there. Sonic quickly ran down the winding staircase to the ground below and walked up to the portal. Peering inside of it, he could see checkerboard patterned hills with green grass growing atop them, palm trees, flowers, and blue skies. "Hmm… That place looks kind of familiar. I've gotta check this out!" he said before leaping headfirst into the portal.

Sonic's feet soon touched solid ground and he looked around. The portal had transported him to the place it had shown him; he was now standing on a grass-covered checkerboard patterned hill under a blue, mostly cloudless sky. "Yeah, this place definitely feels nostalgic. I guess it couldn't hurt to look around," he mused. He then took off, running atop the hill, over a bridge, and, after a bit more running, down a slope and through a shuttle loop.

As he continued on past the shuttle loop, he saw something red up ahead and looked at it carefully. "Is that a… Motobug? I thought Eggman stopped using that particular Badnik a long time ago," he muttered. His suspicions were confirmed when, upon getting closer, the ladybug-like robot tried to take a swipe at him with one of its scythes. Sonic easily leapt over it and came to a stop before calling back, "Now that was rude! You know, I wasn't planning on hitting you, but now…"

Taking a quick look around, he saw that there were several more Motobugs around him, all of them pointing their scythes at him threateningly. Sonic just smirked, "Oh, it's a Motobug jamboree, huh? Hate to break it to you, guys, but the party's over." One of the Motobugs came rushing at him, but Sonic easily responded by kicking it in the face with his right foot, breaking it apart and sending its scrap metal flying. Another rushed at him from behind, only to have Sonic do a back flip over it and then strike it with a Homing Attack all in the same jump. The rest of them came after him, but they fared no better and soon, Sonic was standing next to a pile of Motobug remains. He grinned as he continued on his way, "Man, I forgot what pushovers those things are! Felt good all the same, though!"

A short while later, Sonic was still exploring the Green Hill Zone, going up and down the hills and stomping on old Badniks all the while. As he exited a cave, he sighed to himself, "Ah, this feels great. I totally remember this feeling." After running through a corkscrew loop, he looked to the side as he muttered, "Still, I have no idea what's going on here. What was that monster earlier? Where are my friends? And what's going on here?"

Sonic kept looking off to the side as he ran, which, unfortunately, meant he wasn't paying attention to the path in front of him. This meant he didn't see the rainbow blur in front of him, rapidly getting closer and closer to him. All of a sudden, the blue blur collided with the rainbow blur, both blurs sticking together for a moment as both of their tailwinds blew past them. They came apart as the wind died down, Sonic falling down on his back while a familiar cyan pegasus mare landed on her back with her wings outstretched. Sonic sat up after a moment and rubbed his head, groaning, "Ow… What hit me?"

He heard a female voice say, "That's what I want to know. Whatever that was, it had to have been going like… well, me." Sonic looked up at that and looked on in surprise as the rainbow maned pony sat up on her haunches, pressing her right hoof against her forehead as her wings drooped at her sides.

Sonic leapt to his feet and, after taking a moment to make sure he was seeing things right, said, "Whoa! I've never seen a pony with wings before!"

While rubbing her forehead with her hoof, Rainbow Dash muttered, "This guy's never seen a pegasus pony before? What cave has he been living in?" She soon lowered her hoof and looked up at Sonic, her eyes going wide at the sight of him. They quickly narrowed, however, and she leapt to her hooves, bending her knees as she glared at the blue hedgehog and bared her teeth.

Sonic held up his hands, "Whoa, take it easy! I'm not gonna hurt you!"

Rainbow Dash growled, "You expect me to believe that, especially after you got in my way just now? I don't even know what you are! I mean, I'm not exactly the pony to talk to when it comes to animals, but I can usually recognize them when I see them!"

Sonic jabbed a thumb towards himself as he said, "Hey, I happen to be a hedgehog, lady! And I'm sorry I wasn't paying attention and I ran into you, but clearly you weren't looking forward either or it wouldn't have happened!"

Rainbow Dash stood up straight, but continued to glare at Sonic as she said, "Okay, maybe I was looking off to the side just a tiny bit, but that doesn't matter! Everypony I know knows to watch where I'm going, so why didn't you?"

Sonic shrugged, "I don't even know you!"

Rainbow Dash held her head up high as she said, "Well, then there's your problem right there! I don't know where you come from, but you clearly don't hear the news much or else you'd know…"

Sonic suddenly noticed something behind and above Rainbow Dash and cut her off, running towards her while exclaiming, "Look out!" Before Rainbow Dash could say anything more, Sonic grabbed her and dashed forward, the sound of something exploding against the ground filling the air.

Rainbow Dash looked at Sonic as he came to a stop and set her down on her rump. "Hey, what's the big idea?" she demanded. Sonic simply looked back at where she had been standing and pointed. She followed his finger and realized that there were three burnt patches of grass right where she had been standing. "Oh," she muttered. Looking back at Sonic, she asked, "What did that?"

Turning his head back around and looking up, the blue hedgehog replied, "Buzz Bombers." Rainbow Dash followed his gaze and saw three bee-like robots hovering in the air, looking down at the two of them. As they looked, the three Badniks charged up the lasers in their stingers and fired at them. Rainbow Dash stood up and both she and Sonic leapt back to avoid the shots, both of them sliding back a bit across the grass when they landed.

Looking back up at the Buzz Bombers, they saw the robots beginning to fly towards them while charging their lasers again. Clenching his fists, Sonic said, "I've got this." He leapt up towards the Buzz Bombers and performed three consecutive Homing Attacks, taking them all out. The hedgehog landed as lightly as a feather on the grass while the remains of the Badniks landed a little more noisily.

Turning back to Rainbow Dash, he saw that the cyan pegasus was staring at him, her mouth hanging open. She soon closed it and admitted, "That was… actually pretty cool."

Sonic replied, "Oh, uh, thanks. So what were you saying before? What am I supposed to know?"

Dash looked back at him for a second before she remembered their conversation. She spoke, "Oh, right! Well, what I was saying was… I mean, what I was going to say was… My name's Rainbow Dash," she said lamely, her anger and cautiousness having mellowed out in the last minute or so.

Sonic nodded, "Cool. It's nice to meet you, Rainbow Dash. Where are you from?"

The cyan pegasus replied, "I was born in Cloudsdale, just like most other pegasus ponies, but I live in Ponyville now."

Sonic held a hand to his chin as he said, "Ponyville? You know, I got here through some kind of portal in a place called the Ponyville Library."

Rainbow Dash gasped, "Ponyville Library? Was it in a hollowed out tree?" At Sonic's nod, she flew up to him and asked, "How's Ponyville doing? I'd never leave it hanging, but I don't know where we are!"

Sonic replied, "I don't know. All I could see was the tree that the library was in; everything else was completely white. I couldn't see the town anywhere."

Rainbow Dash dropped down to the ground and groaned, "Oh no… First I can't save my friends from being ponynapped by some creepy monster that makes portals and now…"

Sonic cut her off, "Wait a second! Your friends got taken by a monster?" Rainbow Dash nodded, so he asked, "Did it have a really creepy-looking smile, narrowed eyes, and the rest of it was being covered up by something?"

Rainbow Dash nodded, "Yeah! How'd you know?"

Sonic answered, "My friends were taken by the same thing!"

Rainbow gasped, "No way!"

Sonic nodded, "Yeah…" After a moment, he spoke, "Listen Rainbow, we may not know what's going on, but clearly we're both looking for the same thing. What do you say we work together? At least until we have a better idea of what's going on?"

Rainbow Dash looked down and thought for a moment. She then stood up and said, "Okay! We'll stick together, uh…"

Sonic grinned sheepishly, "Oh yeah, I never introduced myself, did I?" He then said, "I'm Sonic, Sonic the Hedgehog."

Rainbow nodded, "Okay then, Sonic, you can count on me to stick with you!" She then bumped her hoof against his fist. Afterwards, she asked, "So where were you going before we ran into each other?"

Sonic pointed his thumb behind him and said, "I was just following this path, seeing where it goes, you know." Lowering his hand, he asked, "Why, were you checking something else out?"

Rainbow replied, "Not really. I've been trying to figure out where I am ever since I woke up."

Sonic nodded, "Well, why don't we see where this goes first?"

Rainbow Dash replied, "Okay, but I've got one question for you, Sonic. If we're going to stick together, do you think you can keep up with me?"

Sonic smirked, "Oh, I'm sure I can keep up just fine. I think the real question is can you keep up with me?"

Rainbow Dash smiled and spread her wings, flapping them so she hovered a short distance above Sonic's head. She then smirked, "Well, I guess we'll find out, won't we?" Sonic nodded and turned around, getting into his pre-running position. He then took off, Rainbow Dash flying alongside him.

**Soon…**

Rainbow Dash watched Sonic out of the corner of her eye as they continued on through the Green Hill Zone, noticing how fast his legs moved. She spoke, "I guess you are pretty fast, Sonic. Is that as fast as you can go?"

Sonic glanced at her and said, "No, I can go much faster if I want to." Turning his attention back to the path, he grinned, "In fact, if you want to see how much faster I can go, I see a great chance to show you."

Rainbow Dash followed his gaze and her eyes widened. They were approaching a shuttle loop, this one much bigger than the first one Sonic had run through. "You're not gonna… go through that, are you?" she asked. Sonic just grinned at her and pulled away from her, accelerating. The cyan pegasus could only watch as he started up the loop, his feet never slowing as he went completely vertical to the ground and then went upside down as he reached the middle of the loop. Still keeping up the pace, he quickly finished the second half of the loop, sliding to a stop once he was back on a horizontal surface again.

Rainbow Dash flew up to him seconds later and said, "Wow! Okay, I admit it. You really are fast!"

Sonic smiled, "Thanks. Same to you, Dash."

Rainbow Dash glanced behind Sonic and noticed another Badnik. She pointed, "Hey Sonic, what's that thing?"

Sonic turned and looked where she was pointing, seeing a red crab robot scuttling across the ground. "Looks like a Crabmeat," he said.

Rainbow Dash laughed, "Crabmeat? Is that its name, seriously?"

Sonic shrugged, "Hey, don't look at me. Ask the 'genius' who created it." Looking back at the Crabmeat, he asked, "You wanna take this one out?"

Rainbow Dash blinked, "Huh?"

Sonic smiled, "Sure! Just go and give it a good knock! Or would that be a good buck in your case?"

Rainbow glanced back at the metal crab, which finally seemed to notice them, and said, "Eh, I don't know…" Suddenly, the Crabmeat opened its pincers and fired two missiles at them! Both Sonic and Rainbow leapt out of the way and, after landing, the cyan mare growled, "Oh! You are SO gonna pay for that!" Before the crab could even react, Rainbow flew up to it and, in one swift motion, turned around and bucked it with her hind legs, sending it flying into a hill where it was smashed into pieces.

Sonic clapped his hands and then held up a thumb as he said, "Nice! I hope that's not your only trick."

Rainbow Dash grinned, "Oh, I know plenty of tricks! Well… okay, some of them are just flying stunts, but…"

Sonic waved his hand, "No biggie. I like pulling off aerial stunts myself. Anyway, let's keep moving." Rainbow nodded and they continued on their way.

A short while later, the blue hedgehog and cyan pegasus were coming up on a dead-end after avoiding being crushed under a giant, falling totem pole. Rainbow Dash laughed, "Ha ha, that was fun! I've never tried to get out from under something that big before!"

Sonic grinned, "Yeah. That was tight, all right. Now…" Looking ahead, he saw two figures up ahead at the dead-end, standing there. "Hey, who's there?" he wondered, Rainbow turning her head to look too.

As they got closer to the dead end, the two figures became clearer to the two speedsters. Rainbow's eyes widened, "That's…!" They both came to a stop as they reached the dead-end area, both of them running over to the figures a moment later.

"Tails!"

"Twilight!"

Both the two-tailed fox and lavender unicorn were seemingly frozen, both of them completely white and their faces stuck in a look of shock or fear. Sonic snapped his fingers in front of Tails' face while Rainbow ran a hoof back and forth in front of Twilight's face. Neither action had any effect on the two frozen friends. Rainbow looked over at Sonic and asked, "What happened to them?"

Sonic looked at her and shrugged, "I have no idea." Glancing back at Tails, he said, "They're completely white, just like the library. Is this because of that monster?" He placed his hands on Tails' shoulders and gave him a shake. As he did, something rolled out from behind the fox and Sonic quickly noticed it. "What's this?" he asked as he bent down to pick the object up.

Rainbow Dash looked back at him and asked, "What's what?"

Sonic held the object up, the light from the sun reflecting off of its polished surface. He spoke, "It's a ring. I wonder…" After looking at it for another moment, he tossed it up once and then tossed it forward, the ring flipping over in midair during the second toss. Suddenly, with a *PHVWOW*, the ring became much bigger, a shimmering surface appearing within its hole!

"Whoa! How'd you do that?" Rainbow asked.

"It's a Warp Ring. These things can be used to travel long distances or get to otherwise unreachable locations. Lucky for us, this one's been charged," Sonic replied. Walking behind Tails, he placed his hands under the fox's arms and said, "Come on. We can use this to get back to the Ponyville Library. It should be a good place to leave both Tails and, uh, Twilight until we can figure out how to get them back to normal." Rainbow nodded and grabbed Twilight with her hooves, pulling her towards the Warp Ring while Sonic did the same with Tails. The portal within the ring closed after they stepped through it, the ring vanishing shortly afterwards.


	3. Metropolis

Sonic and Rainbow Dash stood in front of the Ponyville Library, Sonic holding the shrunken down Warp Ring in his left hand. The frozen forms of Tails and Twilight were behind them, standing in front of the library's open door and their backs to each other as Rainbow Dash surveyed the scene before them. She stuttered, "You… you weren't kidding, Sonic… The library's still here, but… it's like the rest of the town doesn't even exist now…"

Sonic placed his right hand on her shoulder and said, "I know this is a tough thing for you to see, Rainbow, but don't worry. We'll find a way to get Ponyville and our friends back."

Rainbow looked back at him and asked, "Get them back? How are we supposed to do that?"

Sonic looked away and muttered, "Of course you'd have to ask that right away…" He then looked back at her and said, "Look, just because that creature's messed with everything doesn't mean the effects aren't irreversible. There has to be some kind of connection between that place we were just in and the portal being here in your friend's library. So…"

The blue hedgehog was unable to finish his sentence as a shimmering sound caught his attention and he turned to look back at the library, Rainbow Dash turning to look too. They could see a sparkling white wave beginning to creep up the base of the library, the tree's natural color returning wherever the wave passed over. As they watched, both the exterior and interior of the library slowly regained its natural coloring until every leaf on the tree was green again.

Sonic and Rainbow walked up to the front of the library, Rainbow saying, "Wow! How did that happen?"

Sonic shrugged, "Maybe I was right. Well, somewhat anyway." Looking back at Tails, he added, "Now if only that could happen to you two too."

Suddenly, it did happen. Both Sonic and Rainbow ran in front of Tails and Twilight as a white, sparkling wave began to creep up the bodies of the latter two. The wave made the white vanish as it crept higher, Tails' fur returning to its natural yellow color while Twilight's coat, horn, and mane returned to their natural colors. They both blinked before beginning to move, both of them realizing that they were back to normal. Tails soon turned to Sonic and said, "Thanks, Sonic! I thought I was dead! Floating without a body in a black limbo… I'm gonna have nightmares for weeks."

Behind him, Twilight sighed, "My thoughts exactly. That was so creepy." Looking up at Rainbow Dash, she smiled, "Thanks for saving me, Rainbow." She then realized what she had said before that and whirled around as Tails did the same. They both stared at each other for a minute, both of them trying to make sure they were really seeing what they thought they were.

Rainbow Dash eventually broke the silence, "Uh, hey! Twilight and, uh, Tails, right? Why are you two just looking at each other?"

Twilight turned her head to look back at the cyan mare while Tails looked over the unicorn's shoulder at her. Twilight soon turned around completely while Tails turned back to Sonic.

"Rainbow…"

"Sonic…"

"WHAT IS GOING ON HERE?" they both asked at the same time.

Rainbow Dash looked back at Twilight blankly for a moment before she remembered, "Oh right, you weren't there when we… you know."

Sonic nodded, "Right, explanations and all that." He gestured towards the inside of the library and said, "This could take a bit, so why don't we go inside, sit down, and start talking about this. Calmly and slowly, that is." Tails and Twilight both looked at him for a moment (Twilight doing so a little cautiously) before nodding and walking through the library's front door, Rainbow and Sonic following them inside. Sonic grabbed the doorknob and pulled the door closed while Twilight used her magic to summon several cushions down to the library's ground floor.

**One long, descriptive explanation later…**

"Okay, so let's recap, just to make sure me and… Tails understand everything. After that creature took us all away, Rainbow Dash woke up in this 'green hill' place. Sonic, meanwhile, woke up outside of the library, which was completely white, after his friends got taken by the same thing during a friendly gathering and found a portal to the 'green hill' area in the basement. You two ran into each other, worked out your differences, and found the two of us and brought us back here, where we were brought back. Is that everything?" Twilight asked.

"Not quite, Twilight. You didn't mention all of the robots or Badniks or whatever they're called that I took out!" Rainbow Dash said proudly.

Twilight deadpanned, "I didn't forget them, Rainbow Dash. I was trying to recap with a short version of the story."

Rainbow complained, "But that means you skipped over all the good parts!"

Tails said, "Well, we're caught up now, Rainbow Dash. And I totally wish I could've seen you and Sonic in action. It must've been awesome!"

Rainbow grinned, "It was! In fact, it was totally awesome!"

Sonic, who had only chipped in with what he had been doing, due to Rainbow Dash wanting to tell the story, turned to look at Tails and asked, "Didn't that place seem awfully familiar, Tails?"

The fox boy shrugged, "Uh, not to me, Sonic." Standing up, he walked over to one of the library's windows as he said, "But it looks like something sucked all the life and color out of this place. I wonder how much of Equestria was hit or if Ponyville's the only place where that thing appeared."

Twilight said, "Hard to say. That thing knocked out Rainbow Dash and, until a little while ago, I was floating around just like you were. This whole thing is really strange."

She and Rainbow Dash looked over at Sonic, who had also stood up and was currently looking at some of the books on the shelves as he said, "Well, I'm sorry if I'm a little misinformed about what kind of adventures you and your friends get into, Twilight, but what's happening right now doesn't seem all that strange."

Twilight raised an eyebrow, "Really?"

Sonic turned to look back at her and nodded, "Sure. It's no stranger than rescuing genies in magic books or saving aliens in an interstellar amusement park."

Rainbow Dash asked, "Are you serious?"

Sonic shrugged, "Sound hard to believe? I know you've got no reason to believe me, but I've been through all that before. Right now, though, I'm more concerned about finding everyone who was taken." Both Twilight and Rainbow Dash nodded in agreement.

After a moment, Tails called back to them, "Hey guys, come look at this!" Sonic turned and walked over to him while Twilight and Rainbow stood up and did the same. When they were all standing behind the two-tailed fox, he pointed out the window, "Is that Ponyville?"

Both Twilight and Rainbow peered out the window, Twilight soon saying, "Yes! But why are all the houses and everything white? Did the same thing happen to the whole town?"

Rainbow Dash added, "Not only that, but from here, it looks like some of the buildings are missing. How come only part of Ponyville has reappeared?"

Sonic said, "Well, we're not gonna find any answers just standing around here. Come on, we'd better check out the town." Tails, Twilight, and Rainbow Dash all nodded and exited the library, Sonic stepping out first with Rainbow and Tails following him. Twilight walked out last, using her magic to close the door behind her. The four of them then ran towards Ponyville, Rainbow Dash opting to stay on the ground for now.

After what was likely a couple of minutes (since they weren't sure there was any time in this white world), the four of them walked over a bridge and approached the town hall. "Hey, we'd better make sure the Mayor is okay," Rainbow said. Everyone nodded and walked up the steps at the front, opening the doors and stepping inside.

Glancing around the entrance, Sonic asked, "I suppose the Mayor's office is upstairs?"

Twilight nodded, "Yeah. I normally don't like to barge in like this, but this is an emergency. Come on." She led the way to the upper levels of the town hall, using her magic to open the double doors leading into the Mayor's office.

As soon as the doors were opened all the way, they saw the Mayor standing in the middle of the room, frozen just like Twilight and Tails had been. Rainbow Dash immediately flew over to her and groaned, "Oh no, even the Mayor's been frozen!"

Twilight trotted up alongside her and said, "It's all right, Rainbow Dash. You and Sonic managed to get me and Tails back to normal, I'm sure we can do the same for the Mayor."

Sonic and Tails began to look around the office as Rainbow turned to Twilight and said, "But I don't even know how we did that! I mean, sure, we found you in that place and brought you back here, but we really didn't do anything else! Was it magic or something? Sonic said there might be some kind of connection between Ponyville and that portal, but that was just a guess! And who knows how many portals there are in Ponyville, maybe even in Equestria!"

Sonic called over to the mares, causing them to turn their heads towards him as he said, "Hey ladies! Over here!" He and Tails were standing next to a sizable bookcase. The duo nodded to each other and started to push it. After a few feet, they stopped pushing and then turned to look at the wall. Twilight and Rainbow quickly saw why they had done that. In the wall, right behind where the bookcase had been, was another portal.

"Whoa! Talk about lucky!" Rainbow grinned.

"Yeah," Tails nodded. The two ponies then walked over to Sonic and Tails and they all stood around the portal, peering into it. It displayed an image of gears, pistons, and large wheels.

Twilight asked, "So we're going to go in there?"

Sonic said, "Until we know better, we're gonna have to believe that checking out these portals will help restore your town and the ponies in it to normal. And who knows, we might find some of our missing friends in there."

Rainbow nodded, "Good enough for me!" She then leapt forward, going through the portal. Sonic leapt in after her, Tails and Twilight soon following them in.

Once her hooves touched the ground, Twilight looked up and saw Tails, Sonic, and Rainbow Dash in front of her, all of them having landed on their feet/hooves as well. Glancing around, she spoke, "Uh, this is probably a silly question, but where are we?"

Sonic took a sniff and gagged, "Ugh! Not someplace you want to live if you like to breathe properly." Looking off in the distance, he said, "Ah, no wonder." He raised his right hand and pointed in front of him, "Look at all those smokestacks and steel buildings. We must've landed in a city or something."

Tails took a few steps forward and looked down. "Well, it looks like we landed on top of one of the buildings. Look how far down the ground is!" Sonic, Twilight, and Rainbow Dash walked over to him and looked down over the edge of the building. They immediately agreed with Tails; they were high up.

Rainbow Dash looked up and asked, "Do you guys actually live in a place like this?"

Sonic replied, "We don't, thankfully. Of course, if it were up to a certain mad scientist, this is the kind of place everyone would live in."

Twilight looked at him and asked, "Somepony actually thinks this is a good place to live?"

Sonic shrugged, "Well, maybe not 'live', exactly. As long as it fits his vision of what the world should be like, he could probably care less about what everyone else thinks." Peering down below again, he noticed a skylight and pointed to it, saying, "That looks like a good place to start exploring."

Twilight asked, "What about the rest of this place? I mean, having a place to start is good and all, but if we're going to find our friends, we might have to search every building here."

Rainbow protested, "Twilight, that'll take forever! We don't have time to go around searching every spot in this place!"

Tails suggested, "What if we split up? I'm sure we could cover more ground that way."

Twilight said, "Yeah, I suppose that could work. How do you think we should split up, Tails?"

The fox replied, "Well, since Sonic and Rainbow Dash are the fastest ones here, they should probably check out what's under that skylight. Meanwhile, you and I can search the city."

Rainbow said, "That could work, Tails, except for one thing. If you wanted to make progress searching in a place this big, you'd need to be fast or at least be capable of flight. And I don't see either skill in either you or Twilight."

Before Twilight could say anything, Tails spoke, "Well, actually…" He then began to spin his twin namesakes around, lifting off the ground and hovering over everyone's head.

Rainbow Dash's jaw dropped at this. "You… you can fly?" she exclaimed.

Sonic grinned, "With those two tails, he sure can! He may be a fox, but he's one of the best flyers I know!"

Twilight smiled, "Wow! I wondered if both of those appendages did something special together." She then blushed as she added, "To be honest, at first I thought… well…"

Tails flew over to her and landed in front of her before saying, "That's okay, Twilight. I'm not mad that you would think that. Before I met Sonic, people would actually make fun of me for having two tails; thinking they're unusual is completely different, comparatively anyway." The lavender unicorn smiled in relief at that.

Sonic turned to Rainbow Dash and asked, "So? Is it okay for Tails and Twilight to stick together and look around?"

Rainbow looked at him and dumbly replied, "Uh, sure. As long as you're sure they'll be okay together."

Sonic nodded, "Tails is a lot more capable than he might look, and I have faith that Twilight is full of surprises as well."

Twilight said, "Well, I don't know about that, Sonic, but I'll do what I can… Wait, if we're going to be splitting up, we should meet up somewhere later."

Sonic examined the cityscape before his eyes came to rest on a building in the distance. He pointed at it and said, "There. We'll meet up there, either inside or out front. Let's shoot for ten minutes, half an hour tops. Does that sound reasonable?"

Twilight nodded, "Sure."

Sonic nodded back, "Good. Oh yeah…" He turned to Tails and reached into his quills, pulling out the Warp Ring. He held it out towards Tails and said, "Here, you hold onto this, buddy. I don't want to accidentally drop it somewhere."

Tails took it and gave a salute, "You can count on me, Sonic!"

Sonic replied, "I already know I can count on you." He then turned to Rainbow Dash and asked, "Ready?" When the pegasus nodded, he said, "Then here we go!" He then leapt off the edge of the building, both Twilight and Rainbow Dash's eyes widening at this sudden, impulsive action. Dash immediately dove off the building after him while Tails and Twilight moved to the edge to watch.

Sonic's free fall was cut short after a minute when he his feet came into contact with the building. He ran straight down the side, the ground rushing up to meet him. Before reaching the bottom, he curled up into a ball and shot down towards the skylight, making a hole in it. He then landed on the ground below the window, crouching down on one knee after landing. Rainbow Dash appeared above him a moment later and said, "That was really crazy, you know."

Sonic stood up and said, "I know. I just like doing stuff like that."

After a moment, Rainbow grinned, "This is going to be fun, isn't it?"

Sonic grinned back, "You know it! Let's roll!" With that, they took off, heading into the depths of the city.

Up on the roof, Twilight turned to Tails and asked, "Is he going to be okay?"

Tails turned to her and nodded, "Sonic does stuff like that all the time. You'll get used to it." Twirling his twin tails around, he lifted up off the ground and said, "Here, give me your hooves." Twilight slowly held her legs up and Tails wrapped his hands around her hooves, just past her horseshoes. He then flew off the building while carrying Twilight, angling down to fly down closer to the ground.

**Later…**

"Look out, Twilight!" Tails exclaimed, spinning his twin namesakes around and making an aerial dash for the lavender unicorn, his hands coming into contact with the back of her neck and pushing her forward, just in time to avoid a spike that came flying towards her.

"Whoa! Thanks, Tails," she breathed. After Tails let go and moved to stand in front of her, she looked back and asked, "Where do these… Asteron things keep coming from?"

Tails glanced in the other direction and sighed, "I have no idea. They seem to pop up when you least expect them to." He looked up at a nearby building and said, "Let's see if there's anything in here." Twilight looked up at the building and nodded, following behind Tails. As soon as they stepped inside, they were greeted by an unwelcoming sight: three Slicer Badniks. "Oh no," Tails groaned as they pulled their claws back.

Twilight growled as they sent their claws flying at them, "Not gonna go through that again." Her horn lit up, surrounded by her magenta aura. The same aura appeared around the claws and caused them to slow down in midair. After fighting with them for a moment, Twilight managed to get them to stop and change direction, flying back and slicing through the Badniks they belonged to.

Tails turned to her and said, "Wow, that was great, Twilight!"

The mare turned to him and blushed, "Uh, thanks, Tails. I didn't go too far, did I?"

Tails shook his head, "Nope. You've seen how hard it is to avoid those claws once they're launched. Those things deserved to get a taste of their own medicine."

Twilight replied, "Okay, if you say so." She then started walking around the building's interior, looking around. It appeared to be some kind of warehouse, as there were lots of boxes stacked up, many of them unlabeled. After looking around for several minutes, Twilight made her way back towards the entrance. As she came around a stack, she said, "There's nothing in here. Maybe we should head for that building Sonic said to meet up at." She noticed Tails was examining the remains of the Slicer Badniks and asked, "What are you doing?"

Without looking up, Tails replied, "I've been checking out all the Badniks we've seen so far. They're all really old models; it's been a long time since I've seen some of these." Picking up a microchip, he added, "But their internals are pretty interesting. They could be useful for something. I just need a minute or two to see what's left here and then we can get going."

Although confused, Twilight replied, "All right then." She then looked off to the side and murmured, "I hope Rainbow Dash and Sonic are okay."

**Meanwhile, underneath the city…**

Sonic leapt over a pit of molten metal, narrowly avoiding the claws of a Shellcracker Badnik, while Rainbow Dash flew after him. After landing on the other side, Sonic leapt over the claw of another Shellcracker and used his right hand to propel himself over it. Seeing her chance, Rainbow flew towards it at fast speed, smashing right through it. She laughed as she followed Sonic through a spinning mesh-work dynamo, "Ha ha, this place is a blast, isn't it!"

Sonic, while running along the inside of the dynamo, replied, "Aside from near-death experiences and close shaves with Badniks, I guess this place isn't so bad." Coming out of the other end of the dynamo at the top of it, he performed a flip and landed on his feet, skidding to a halt on the ground as he said, "Not that I'm into the whole life-consuming industrial wasteland thing, but you know what I mean."

Rainbow Dash looked up and said, "Man, this place is a lot bigger than I thought it would be! There must still be a ton of Badniks around here to smash!" Flapping her wings, she started to fly up a shaft.

"Dash, wait!" Sonic called. But he was too late; as soon as the cyan pegasus reached the top of the shaft, she was gone in a flash of rainbow. Sonic sighed to himself, "Hoo boy. I'd better catch up to that pony before she gets herself hurt." He ran over to a large nut around a spiral that went up the shaft and hopped on it, using his speed to spin it around and use it as an elevator to get up the shaft.

Sonic continued on through the city while looking for Rainbow Dash, dodging Badniks and making use of parts of the city to move forward. Eventually, he heard the rainbow-maned pegasus let out a shout from the other side of a vent covering. He dashed towards it, curling up into a ball and calling, "Hang on, Dash, I'm coming!" After breaking through the covering, he uncurled and came to a stop. He saw Rainbow Dash a short distance in front of him, surrounded by balloons that looked like Dr. Eggman in his Egg Mobile. Wasting no time, Sonic ran towards Rainbow and leapt up, curling into a ball. He then shot into a series of quick Homing Attacks, easily popping all of the balloons.

Rainbow Dash plopped down on the floor after Sonic landed and wiped her forehead with a hoof. "Whew… Thanks, Sonic. I couldn't get those things to pop," she sighed.

Sonic walked over to her and helped her up, saying, "Well, I'm glad you're okay, Rainbow. Just don't go flying off like that again. I know you're excited to have some fun, believe me, but sometimes it's better to curb that excitement."

Rainbow Dash blushed, "Yeah, I get it. I guess that was kind of… well, I guess I really didn't think it through, huh?"

Sonic grinned, "Not really. Still, it looked like you were doing your best to hang in there. Why'd you shout, anyway?"

Rainbow replied, "One of them managed to get on top of me. I was surprised by how much pressure it put on me. I'm glad I managed to get it off."

Sonic nodded, "Yeah. From now on, let's try to stick together in dangerous places like this, all right?" Rainbow nodded and they shook on it.

Suddenly, they heard a familiar voice call, "Sonic!"

Sonic and Rainbow Dash turned to see Tails flying towards them while carrying Twilight, the lavender unicorn calling, "Rainbow Dash!"

Rainbow called, "Hey Twilight!"

Sonic waved, "Tails!"

The fox let Twilight go once they were a little closer to the two, the lavender mare landing on her hooves. She walked over to them as Tails landed, saying, "Looks like we managed to catch up to you after all. Are you both okay?" Both Sonic and Rainbow Dash nodded in response.

Tails came over to the group and addressed Sonic, "We've been in this city before, haven't we? It sure feels familiar, anyway. All these dynamos, the pumping pistons…" He then looked off to the side and added, "Not to mention all the annoying Badniks that keep popping up everywhere."

Sonic replied, "You're right, Tails. This place is giving me déjà vu, though not necessarily in a good way."

Twilight giggled and then said, "We didn't find anyone or anything in the city. What about you two?"

Sonic shrugged, "Not really. Since Tails mentioned all the Badniks around here, I'm gonna guess you know what these things are like." Twilight gave a nod in response.

Rainbow Dash was about to say something, but was cut off when Tails pointed towards a nearby window and asked, "Sonic, isn't that a capsule over there?"

Sonic looked where he was pointing. Near the window was what appeared to be a large capsule, the kind that Eggman used to store small animals. "Hm, I think it is, Tails. Let's see what's inside," he said, running over to it. Tails, Twilight, and Rainbow Dash started to walk over as he leapt up and pressed down on the button on top of it. As soon as he did, the sides of the capsule broke off and a small white cloud escaped from within.

As soon as the cloud cleared, everyone could see inside of the capsule, which contained two figures. Twilight gasped at the sight of a baby dragon inside and ran over to the capsule. She then placed her hooves on the shoulders of the baby dragon and shook him, exclaiming, "Spike! SPIKE!"

Sonic bent down and leaned over the side of the capsule, asking, "Spike? You mean the little dragon you and Dash mentioned?"

Twilight looked up at him and said, "Yes!" She then looked down at the baby dragon, whose face was frozen in a look of fear, and shook him again. She said, "He's frozen, just like the mayor was!"

Sonic glanced down and said, "Not to mention like you and Tails were."

Tails, who was standing on Twilight's right side while Rainbow Dash stood at her left, added, "Don't forget Amy. She's in here too."

Sonic peered down at the other side of the capsule and saw that he was right. "Oh, right," he muttered.

Rainbow Dash placed her hooves on Twilight's shoulders and pulled her back away from Spike, saying, "Twilight, calm down! Look, you and Tails were restored when we brought you back to Ponyville! We can probably restore Spike and Amy the same way! Now stop shaking him already!"

Sonic stood up and leapt down from the capsule. He then said, "Rainbow's right, Twilight. I don't know how it worked, but bringing you back to Ponyville somehow restored you and Tails to normal. There's no reason to think that Spike and Amy wouldn't be restored too."

Twilight sighed, "You're right, you're right. You're both right. Just… unless there's anything else we need to do, I'd like to leave this place."

Sonic nodded, "Same here." He turned to Tails and asked, "Tails, you still got the Warp Ring?"

The fox kit fished into his tails and, after a moment, pulled the ring out. He nodded, "Right here. Let's go." He tossed it to the side, the ring becoming bigger with a *PHVWOW*. Tails then turned and went over to help Sonic get Amy out of the capsule. They both then stepped through the Warp Ring, Twilight immediately following them.

Rainbow Dash turned to take one last look at the Metropolis Zone and muttered, "Somepony's gotta have a twisted mind to think that this is a great place to live. If I ever meet the guy who built this place, I'm gonna give him a good buck to the head for thinking that." She then turned and leapt through the ring, which disappeared after she went through it.

A second later, Rainbow found herself standing near Sonic, Twilight, and Tails out in front of the town hall. Tails was holding the shrunken Warp Ring, Sonic had his hand on Amy's shoulder, and Twilight was still clutching Spike with her right foreleg. They walked over to the stairs leading up to the front doors and stood both Spike and Amy on the sides of the stairs. Twilight asked, "So, what happens now?"

Sonic replied, "Just give it a minute. If it's going to happen, it shouldn't take too long." Sure enough, not long after he said that, a white, sparkling wave began to climb up the base of the town hall, restoring it to its normal appearance. A second later, a similar wave began to creep up Spike's body. Once he was fully restored, his eyes looked around and then he looked his body over, even flexing his muscles.

Twilight smiled at the familiar behavior of her number one assistant. "Spike!" she exclaimed.

The baby dragon looked up at her and said, "Twilight!" He leapt up and wrapped his arms around her neck as Rainbow Dash came over, saying, "Oh man, I'm so glad to see you! You wouldn't believe the creepy experience I just went through!"

Twilight hugged him back and said, "Actually, I probably would, if it's anything like what I went through earlier."

Rainbow spoke, "Yeah, Twilight got a dose of it too, apparently. Anyway, it's good to have you back, Spike!"

The three of them then looked over at Sonic and Tails, who were standing in front of a now-restored Amy as she finished spinning in place. The pink hedgehog then said, "You saved me, Sonic. I was afraid I'd never be able to flirt with you again!" Sonic sighed to himself as he turned around and pressed his right hand against his head, shaking it as Tails looked at him sympathetically.

Spike turned his head to look up at Twilight and asked, "Uh, Twilight? What's going on here?"

Before she could reply, everybody flinched as they heard the Mayor scream, "WHAT HAS HAPPENED TO PONYVILLE? AND WHERE DID THIS HOLE IN THE WALL COME FROM?"

Rainbow Dash grinned weakly, "Sounds like the Mayor's back to normal too."

Twilight nodded and said, "I guess we'd better go explain the situation to her as well."

* * *

><p>Mm, I don't know about this one. I think it's a good chapter, but I'm not sure how I feel about it. It just... I don't know.<p>

Anyway, I think the song "Metropolis Zone Vs. Pinkie Pie's Pinkie Party" might be a good remix to listen to for this chapter: www. youtube watch?v=TpuYom4KM30


	4. Ice Cap

Ponyville's town hall stood proudly in the center of the town, being the only other location besides the library to have color in the otherwise white world that Ponyville had wound up in. It wasn't just the town hall that had color, though; the restoration caused by Sonic and friends' trip to the Metropolis Zone had spread the color as far as the two bridges over the stream that passed by the town hall, the water below them once again flowing. Inside the Mayor's office, Twilight took a deep breath as she finished explaining the situation to the Mayor.

The Mayor spoke slowly, "Let me make sure I completely understand what you just told me, Twilight Sparkle. Because of this mysterious creature that you saw, Ponyville has been stripped of its color in this mysterious world and everypony in it has been stopped. Yet there seems to be a way to restore it to normal, thanks to that creature appearing in their world as well."

She gestured over at Sonic, Tails, and Amy at that last part, the blue hedgehog leaning against the bookcase with his arms crossed while Amy stood a short distance away, looking at him dreamily. Tails, meanwhile, was sitting on top of a small toolbox in a corner near the double doors, working on something. Rainbow Dash was standing near Twilight's side, looking between everyone in the room and occasionally throwing in her two bits to make herself look better, and Spike was sitting on the floor across from Sonic. He had paid attention to the entire story, but now he was giving the hedgehog a slightly hard look that he didn't notice, wondering why he couldn't get Rarity to fawn over him like that.

Twilight nodded, "That's correct, Mayor. For some reason, the portals that are connected to Sonic's world are able to restore Ponyville when we go through them. I don't exactly understand why, but I suppose we have bigger things to worry about right now."

The Mayor said, "Oh, I agree! If that truly is the case, then we must restore Ponyville as soon as possible!"

Rainbow Dash spoke up, "No worries there, Mayor! We'll find all of our missing friends and bring the life back to Ponyville, no sweat!"

Twilight said, "I don't know if it's going to be that easy, Dash."

Spike finally tore his gaze away from Sonic and looked over at Twilight, asking, "Well, why wouldn't it be, Twilight? From the sound of things, Sonic's been to these places before, so he knows how to get around. Plus he's got some help in the form of you two and, uh, Tails over there. Getting through these locations and finding our friends should be easy."

Rainbow Dash nudged Twilight in the side and said, "He's right, Twilight. What makes you think it won't be easy to find our friends?"

Twilight replied, "It's not so much finding our friends that I'm worried about. It's finding these portals in the first place. We've had a little bit of luck on our side so far, but now that Ponyville's reappearing, it's not going to be so easy to find them."

Sonic spoke, "She's got a point, you know. I mean, considering the circumstances, I was fortunate enough to wake up near the library, where the first portal was. And after that, we came here to talk to the Mayor and ended up finding that portal we just went through." After gesturing towards the pulsing hole with a thumb, he went on, "If these things can show up anywhere, inside of any building in town, there's no telling where the next one could be."

Twilight nodded, "Exactly. If we have to track these portals down like this, it's going to be like searching that city all over again. Barging into other ponies' houses, searching through everything inside, double and triple-checking everyplace after we've been through a portal to see if anything has changed… If nothing else, it's going to take a lot of time to find them. Assuming there is time in this world, that is."

Amy said, "That's not going to be a problem for Sonic! He's so fast and so determined; he'll find all of these portals that are appearing and get your town back to normal in no time. And then we can go on a date, just the two of us!"

Sonic sweat dropped at that, "…Right." Twilight, Rainbow Dash, the Mayor, and Spike looked at the pink hedgehog with raised eyebrows, some of them finding it hard to believe that she was flirting with him at a time like this.

Tails soon spoke up, getting everyone's attention, "Not to worry, everybody. I don't think there'll be a need to conduct a full-scale search for these portals."

Rainbow Dash turned to look at him and asked, "Oh yeah? What makes you say that, Tails?"

While using a screwdriver to tighten a screw, the fox replied, "Well, this radar I'm making from the spare parts that those Badniks left behind should make finding the portals easier. Since I didn't have my handheld on me when all this happened, I need to start from scratch."

Sonic grinned, "That might not be such a bad thing, Tails, considering how long it took to work out all the bugs when you were using it as an alien translator. It should be easier to isolate any working problems if it's only designed for one purpose."

Tails smiled, "Yeah, I guess that's true." He then looked down and asked, "Now where did I put that wrench?"

Twilight looked off to the side and noticed the tool that the fox was looking for next to a small table a short distance away. She used her magic to grab it and held it up, asking, "Is this it?"

Tails looked up and said, "Yeah, that's the one!" Twilight levitated it over to him and he took it, saying, "Thanks, Twilight." He then used it to tighten something on the device he was building.

Rainbow Dash raised an eyebrow, "Are you sure you can make something that can actually find these things for us?"

Sonic said, "Just leave it to Tails. He might run into some difficulties every now and then, but when it comes to machines, he's the best person to turn to."

After a minute of silence, everybody being quiet so he could work, Tails stood up, holding a red device that had two screens on it and could close up. "Okay, I think it's done. So it's time to start gathering data." He walked over to the portal near the bookcase and held the device up, fiddling with the buttons while the sensors on the back of the top screen started collecting data.

The Mayor asked, "What are you doing, Tails?"

While still looking at his new device, Tails explained, "In order for the radar to start looking for new portals, I need to gather some data on the ones we've seen already. Once I have that, it can start actively searching for new frequencies that might pop up. That's how we'll know when and where new portals appear."

Amy said, "You're the best, Tails! So how's it looking?"

Tails replied, "This should just take a minute, Amy." A few seconds later, a series of number appeared on the bottom screen in the following order: 11241992. He pressed a few buttons on the device and nodded, "Okay, I've got the frequency." He then turned around to face everyone and said, "I need to get the data from the portal in the library for reference. Can you guys wait here for a little bit?"

Sonic replied, "Sure, no problem, buddy." Tails nodded and, deciding to be polite, exited the office through the double doors.

Rainbow Dash turned to Sonic and asked, "Are you sure that machine he made is going to work?"

Spike agreed, "Yeah, I don't know about all this either."

Sonic replied, "It'll be fine. Tails always produces results." He then headed for the doors, saying, "I'm gonna go wait for him out front."

Amy immediately said, "Ooh, wait for me, Sonic!" She then skipped out of the office after him.

Twilight spoke, "I think I'll go join him." Everypony else agreed and followed the two hedgehogs out, everybody sitting down on or near the front steps once they were outside.

After a short wait, Tails came over one of the bridges with his twin namesakes spinning, the bottom screen of the device in his right hand reading 06231991. Sonic waved to him, "Hey Tails! How'd it go?"

Tails landed near everybody and replied, "I've got the frequency stored in the radar, Sonic! And even better, it's already found one!"

Rainbow Dash perked up at that, asking, "Really?! Where?!"

Looking down at the device real quick, Tails turned and pointed, saying, "According to the readings, there's a signal coming from a large area in that direction."

Twilight said, "Sweet Apple Acres is in that direction! That might be where the signal is coming from!"

Sonic stood up and said, "Well, you clearly know the way around, Twilight, so lead on!" He then turned to the Mayor and asked, "What are you going to do, ma'am?"

The Mayor replied, "I'm not much of an adventurer myself. I doubt I'll be of much use to you all. But you'll be able to handle it yourselves, won't you?"

Rainbow Dash nodded, "Yeah, no problem, Mayor! It'll be just like I said before!"

The Mayor replied, "Then good luck, my little ponies! Oh, and baby dragon and hedgehogs and fox too." Everybody nodded and Spike climbed up onto Twilight's back. The lavender unicorn, along with Rainbow Dash, then led the way out to Sweet Apple Acres.

As they walked, Tails kept an eye on the device, occasionally looking up to make sure he wasn't straying off the path. Sonic looked back at him and asked, "How's it looking, Tails?"

The fox kit replied, "We're definitely going in the right direction. The signal's getting stronger." Sonic nodded and turned back around, following close behind Twilight and Rainbow Dash.

Both mares soon came to a stop, Twilight announcing, "We're here!" Sonic and Amy looked around them while Tails looked up. They were standing a short distance away from the arch at the farm's entrance, which, like the rest of the farm, was completely white.

Sonic whistled and asked, "So do you girls have any friends on this farm?"

Rainbow Dash looked back at him and nodded, "Uh-huh! Applejack lives here with her little sister Applebloom, her big brother Big Macintosh, and Granny Smith!" She then turned to Tails and asked, "So where's the portal located?"

Tails shrugged, "I don't know. The signal's topped out; this only shows the general area that the portal is in."

Rainbow Dash flew up to him and asked, "Well, if you could build something like that, why didn't you build something that can show us exactly where the portal is?!"

Tails frantically replied, "I couldn't! I'm sorry, Rainbow Dash, but I only had bits and pieces to work with! Frankly, I'm amazed there was enough scrap left behind by those Badniks to make this!"

Twilight cut off Rainbow Dash before she could say anymore, "Just let it go, Rainbow Dash. Tails' device led us out here; it's at least giving us something to work with." She then looked at Tails and asked, "You're sure that the portal is here, Tails?"

The two-tailed fox nodded, "Absolutely. It's definitely somewhere here on the farm."

Sonic said, "Then let's look for it. Compared to searching all of Ponyville, we should be able to sweep this whole farm from top to bottom in no time."

Spike smirked, "Well, then it's a good thing we're in a world that has no time, huh?"

Twilight gave him a flat look and said, "Let's just look for it." Everyone nodded and spread out over the farm, Spike hopping off of Twilight's back to help too, despite being annoyed at the way Twilight looked at him.

Sonic soon called, "Hey, I think I found it!" Everybody came running over to where he had called from, finding him standing in front of the barn where all the parties on the farm were held. He led them to the back of the barn, where they found a pulsing hole on the back wall.

Twilight smiled, "Nice going, Sonic! That was fast!"

Sonic grinned at her, "Hey, that's my game."

Amy growled silently at that and got between Sonic and Twilight, hugging the blue hedgehog as she said, "Well, I never doubted you for a second, Sonic! I knew you would be the first one to find it!"

Sonic wriggled out of her embrace and said, "That's great, Amy…"

Spike spoke, "Well, what are we waiting for? Let's get going!"

Amy cheered, "Yay! We're gonna save the world together, Sonic!"

Sonic hesitantly spoke, "Actually, Amy, I was thinking that you should stay here. I mean, we need someone to babysit Spike."

Amy asked, "A babysitter? Oh, right, because he's a baby dragon! I get it!"

Spike complained, "What?! Why can't I go?!"

Sonic jerked a thumb in the direction of the portal and said, "Someone take a look inside that portal and tell me what you see."

Rainbow Dash trotted up to the portal and peered inside. "Uh, mountains?" she asked.

Twilight came over beside her and looked in as well. "Snow-capped mountains," she said.

Tails came over to see for himself, using his device to scan the portal while he looked. "Yeah, those mountains have snow all right. And probably a fair amount of ice too," he guessed.

Sonic nodded, "Three for three. Now, correct me if I'm wrong, but aren't dragons similar to reptiles in some ways?"

Twilight spoke, "I couldn't tell you. We ponies don't know that much about dragons. At the very least, nopony in Ponyville knows about them and the library has no information either." Glancing back at the portal, she mused, "Still, considering the place that portal is showing, maybe…"

Spike asked, "'Maybe' what, Twilight?"

Tails came over, the bottom screen of his device now reading 02021994, and explained, "I think what Twilight and Sonic are thinking is that, even if you're not cold-blooded like most reptiles, going to a place like that could be dangerous for you, Spike. You might not be able to handle the cold temperatures."

Spike protested, "But I've been outside during the winter before and I've been fine!"

Twilight spoke, "Spike, making it through the winter here in Ponyville and in Canterlot and being high up in the mountains are two different things. It can be much, much colder at the top of a mountain."

Spike opened his mouth, "But…"

Twilight sternly said, "No 'buts', Spike. You're staying here." Spike looked down in disappointment, so she dropped the stern act and softly added, "We're just looking out for you, Spike. Sonic's worried that something might happen to you and I am too. We're just asking you to stay behind this one time."

Sonic said, "Yeah, that's all it is. We're not gonna take any chances with the cold here. After this, as long as there aren't any other really cold places, you can come with"

Spike asked, "…Really?"

Sonic nodded, "Of course!"

Spike glanced down and then back up and said, "Well… okay. But only if you promise me that I'll get to come with and help you guys out in another one of these portals."

Sonic replied, "I promise."

Spike shook his head, "Not good enough. Do the promise!"

Sonic stared down at him for a moment before nodding. He then held up his right hand and used it to make the actions as he said, "Cross my heart and hope to die, stick a needle in my eye."

Twilight, Rainbow Dash, and Spike all looked at him for a moment before Spike angrily said, "That's not the promise!"

Tails, as he slid his handheld into one of his two tails, asked, "What are you talking about, Spike? What promise were you referring to?"

Spike said, "When I said 'do the promise', I meant 'do the Pinkie Pie promise'!"

Twilight said, "Spike, that's basically what he did. All he did was say 'die' and 'needle' instead of 'fly' and 'cupcake'."

Rainbow Dash nodded, "Yeah, it's just a minor difference. Don't get your scales all messed up over it." She then snickered, "Wow, who's getting worked up over small details now?"

Spike crossed his arms and glanced down, muttering, "I still don't see why I'm getting stuck with a babysitter."

Sonic said, "Because we don't know if there's anything dangerous wandering around this white world. If something happens, Amy will be able to protect you." He then crouched down on one knee and whispered to him, "And personally, I don't think I'll be able to retain my sanity if she comes with. As long as Twilight's okay with you staying here and you know to go to Amy if you need help, you can do whatever you want, just so long as you don't make her angry. That's a big no-no."

Amy asked, "What are you whispering, Sonic?"

The blue hedgehog quickly stood up and said, "Just whispering some friendly advice to him, Amy. That's all."

Twilight asked, "Well, Spike?"

The baby dragon sighed, "I guess I can't stop you guys from leaving me behind if you're worried about me." He then pointed a claw up at Sonic and said, "But you'd better keep your promise, you hear?"

Sonic smiled, "No worries there, dude." He then turned around and said, "All right, let's get going so we can find our friends." Everyone nodded and Tails, Rainbow Dash, and Twilight leapt through the portal, Sonic following behind them.

As he leapt through the portal himself, Sonic heard Amy call, "Don't worry, Sonic! I'll take good care of him!" After the blue hedgehog disappeared through the portal, she turned to Spike and said, "Okay, little Spikey, its quiet time now. How about I put some nice, fluffy hay together so you can have a comfy bed to take your little nappy on?"

Spike, already thoroughly annoyed at Amy's treatment of him, pointed a claw at her and said, "Listen, Amy, you might think you can win your boyfriend over by doing whatever he says, but I'll have you know that I don't need a babysitter. I am Twilight's number one assistant; I'm not some slobbering, claw sucking baby."

Amy waggled a finger at him, "Now, now, Spike, that's no way to treat your babysitter. If you don't want to take a nap, all you have to do is say so. How about we play a game?"

Spike replied, "I don't want to play a game with someone like you. I'd rather do my chores. In fact, I think I will, especially since I have a baby of my own to take care of." He then turned and strolled out of the barn, not noticing that one of Amy's eyes was twitching as she quietly followed him.

* * *

><p>Sonic's shoes crunched into the soft snow as he landed, the hedgehog standing up straight a moment later. Glancing around, he noticed Tails, Twilight, and Rainbow Dash standing near one of the edges, looking down. As he walked over to them, he heard Twilight say, "Wow, this is amazing! This is a much better view than that dirty city we were in!"<p>

Rainbow Dash nodded, "You said it, Twilight! This isn't just 20% better, it's 100% better!"

Tails looked back and said, "Sonic!"

Sonic nodded as he walked up next to him, "Hiya, Tails!"

Tails turned to look back down the mountain they were on as he said, "This place looks familiar too! All this ice and snow! It was, uh…"

Sonic replied, "It feels that way to me too. I still wonder what's going on, though."

Twilight turned to him and said, "Yeah, me too. But right now, I'd rather know how we're going to get down from here."

Rainbow Dash looked off to the side and pointed a hoof in that direction, saying, "Maybe we can use those." Everyone looked over where she was pointing and saw two snowboards and two sets of skis.

Twilight asked, "What are those doing here?"

Sonic walked over to one of the snowboards, which was yellow with a blue stripe, and said, "Eh, that doesn't matter. Let's just use them to get down from here."

Rainbow Dash flew over to the other snowboard, which had a rainbow pattern on the bottom, and grinned, "I'm all for that!"

Tails looked at Twilight and said, "I guess we'll be using the skis. Come on, let's go put them on."

Twilight walked up behind the fox and put a hoof on his shoulder, causing him to stop and look back at her. She spoke, "Uh, Tails? I don't… really know how to ski…"

Tails just smiled at her, "That's okay, Twilight. I'll help you!"

Twilight murmured, "Uh, I don't know…"

Sonic, while placing his feet on his snowboard, said, "Don't worry about it, Twilight! Tails has plenty of skiing experience! Just stick close to him and you'll be fine!"

Tails giggled and then turned back to Twilight and said, "Look, we probably won't need to ski the whole time we're here. We just need to get down from here. After that, we can probably just walk or run like normal."

Twilight hesitantly said, "Well, okay…"

Rainbow called, "Well, get ready then, Twilight! We'll wait until both of you are ready!" Twilight and Tails looked to see Sonic and the cyan pegasus standing on their snowboards near the mountain edge.

Tails turned to Twilight and said, "Here, let me help you put the skis on."

**A minute later…**

Twilight slowly followed Tails over to Sonic and Rainbow Dash, using her poles to support herself on her hind legs. Rainbow raised an eyebrow as Twilight came to a stop next to Tails, who was standing next to Sonic, and asked, "You okay, Twilight?"

The lavender unicorn nervously said, "I think so, Rainbow Dash. I'm just not used to standing on my back legs like this. I wonder how long it took Pinkie Pie to learn to do it so effortlessly."

Sonic asked, "Who is Pinkie Pie, anyway? Spike mentioned that name too."

Rainbow Dash nonchalantly replied, "She's a pink earth pony, otherwise known as Ponyville's party pony. Not to mention the Element of Laughter. Now come on, let's go!" Not bothering to wait for a response, she leapt off the edge, beginning to snowboard down the slope.

Sonic called, "Hey, you know what? I'm gonna have to blow past you for making an early start!" With that, he leapt off the edge, following the cyan pegasus.

Tails looked over at Twilight and said, "I guess it's our turn."

Twilight looked down nervously and then looked back at the fox, saying, "I'm not sure I can do this, Tails."

Tails replied, "Of course you can, Twilight. Skiing isn't so hard. It's a little easier to learn to balance on skis then it is on ice skates; at least I think it is."

Twilight sighed, "Okay, so how do I do this?"

Tails explained, making motions as he spoke, "The most important thing to remember is to keep your skis forward. You won't get anywhere if your legs are all over the place. You want to keep the skis close together at all times unless you're slowing down. When they're close together, you move forward; when you separate them and drag them across the ground, you slow down. To speed up, bend your knees; this will ease up on the wind resistance. To turn left or right, tilt your body in that direction. If you want to stop or fall over and need to get a start, use your poles. That's the only time you should ever really use them. Did you get all that?"

Twilight nodded slowly, "I think so."

Tails nodded, "Just try to do as I do. If anything goes wrong, just yell. Now let's catch up to Sonic and Rainbow Dash." Twilight nodded and they both used their poles to push themselves off the edge, both of them landing on the slope a second later.

"AAAAHHHH!" Twilight screamed as she landed and gravity suddenly started pulling her down. She flailed for a second before managing to plant her poles in the ground and pull her skis back.

Tails came to a stop and looked back up at the visibly shaking unicorn. She was clutching the poles so hard he was sure she was going to break the heads off. "Just take a deep breath and calm down, Twilight. You need to remain rational if you want to learn how to ski properly. Just relax and let gravity run its course. Don't try to fight it," he called.

Twilight looked at him with her eyes for a moment and then looked back down the length of the slope. Slowly, she moved her legs so her skis pointed down the slope and then oh-so-carefully pulled her poles out of the snow. She tensed up as she started moving again, but fought back the urge to plant the poles back in the ground. Tails turned and started sliding again as she got closer, staying just a little bit in front of her. As they went down, the fox occasionally corrected her posture and even pushed her once to keep her from crashing into a rock, but she eventually began to get the hang of it. "Hey! This is fun!" she smiled.

Tails said, "I know, right? I'm glad you're having fun." Looking back down the slope, he added, "Oh, looks like we're coming to the end. Better get ready, Twilight!"

The lavender mare looked at him and, worriedly, asked, "Ready for what?"

Tails replied, "For what I hope will be a soft landing!" Twilight looked forward again and saw what he meant. Instead of a flat surface at the end, there was a hole! Both Tails and Twilight screamed as they went over the edge, falling for several seconds before landing face first in a large pile of snow.

Tails pulled himself out of the snow first, letting out a groan as he flipped over onto his rump and started to take his skis off. As he pulled the first one off, he heard Sonic say, "Hey, there you two are!" He glanced over to his left to see the blue hedgehog and Rainbow Dash sitting on top of the same pile of snow a short distance away, their snowboards partially buried in the snow.

Tails smiled and quickly ditched the second ski before asking, "Kept you waiting, huh?"

Sonic shrugged, "Eh, sort of. Say, where'd Twilight go?" Tails glanced around quickly; a second later, the unicorn stuck her head out of the snow near the fox, taking a deep breath as she did. Sonic waved to her once she opened her eyes, "Hey, Twilight! You okay?"

Twilight groaned, "How do I look?"

Rainbow Dash snickered, "You look like you just landed face first in a pile of snow."

Twilight sighed, "That's just how I feel…" Tails stood up and walked over to her, helping her out of the snow and then helping her out of her skis. "Oh, thank you, Tails," she said.

The fox replied, "No problem. And hey, that was pretty good for your first time." Twilight shot him a half smile, hardly thinking that, up until they were near the bottom, that her skiing had been anywhere near 'good'. After a moment, she and Tails walked over to Sonic and Rainbow Dash, Tails beginning, "So…"

Sonic nodded, "Yeah, it is kind of quiet now, isn't it?"

Rainbow spoke, "Well, let's do something about that! There's a cave over there we can check out!" She pointed a hoof towards the wall at the bottom of the slope and everyone turned to look. Sure enough, there was an opening in the wall that looked like it could lead somewhere. They all looked at each other for a moment and then Sonic and Rainbow Dash stood up. All four of them then climbed down the pile of snow and ran into the cave.

As soon as they stepped inside, everyone looked around in wonder. The interior of the cave looked like the inside of a shiny diamond. All of the walls, the ceiling, even the floor under the snow seemed to be made of sparkling ice. "Wow! Look at this place!" Rainbow Dash exclaimed.

"It's really pretty!" Tails nodded.

"It certainly is… But who knows what could be living in here," Twilight said.

Sonic looked at her and replied, "You're right. Come on, we've gotta keep moving." Everybody nodded and they began making their way through the ice cave.

As they were walking through the cave, Sonic remembered the conversation they had been having earlier and spoke up, "So, this Pinkie Pie is the Element of Laughter, huh? What, uh, what does that mean?"

Twilight looked at him curiously and said, "It means she's the embodiment of laughter, one of the Elements of Harmony. You don't know about the Elements of Harmony?"

Tails answered for Sonic, "Nope. We don't have anything like that back home as far as either of us knows."

Rainbow Dash grinned, "Well, aren't you two lucky then! Twilight here happens to be the Element of Magic and I'm the Element of Loyalty! I'd never leave any of my friends or anypony or anything else I care about hanging!"

Sonic replied, "Huh. So you basically have unwavering loyalty. What about the Element of Magic?"

Twilight nervously answered, "Uh… Well, I've always been a bit gifted at magic; it's my special talent." She gestured back towards her flank as she said, "That's what my cutie mark represents."

Tails said, "I was wondering about those marks. So they represent your special talents?"

Rainbow Dash nodded, "Pretty much. They're basically an indicator of the one thing we like to do most."

Sonic asked, "Does every pony have a cutie mark?"

Twilight replied, "Not right away. No foal has a cutie mark at birth. Cutie marks don't appear until a pony discovers what their special talent is. From what I've heard, ponies without their cutie marks are referred to as 'blank flanks'."

Sonic nodded, "Hm, interesting. Anyway, about these Elements of Harmony… Is it just you two and Pinkie Pie?"

Rainbow spoke, "No, there are six elements in total. Applejack, who I mentioned earlier, is the Element of Honesty, Rarity, a white unicorn that has a knack for fashion, is the Element of Generosity, and Fluttershy, one of my old pegasus friends, is the Element of Kindness. Together, we stop anything that could that could possibly threaten Equestria!"

Twilight added, "I should mention we didn't learn that we were the Elements of Harmony until Princess Celestia, the ruler of Equestria and my teacher, sent me to Ponyville on the day before the Summer Sun Celebration. At the time, it had been 1000 years since she had sealed Nightmare Moon, the changed form of her little sister, Princess Luna, in the moon, and the legends foretold that she would return. We all ended up going on a quest to find the Elements of Harmony to stop her, only to return her to normal when we became the Elements of Harmony and friends!"

Tails asked, "So what, you weren't friends before?"

Twilight looked off to the side and said, "Well, not entirely. Back when I lived in Canterlot, I thought differently than I do now. I spent all my time studying and avoided other ponies because I thought there was no point in having friends. It took that venture into the Everfree Forest to realize that I was wrong."

Sonic spoke, "Sounds like one of our friends. She used to be like that too."

Twilight turned to look at him, "Really?"

Sonic nodded, "Sure! Where she comes from, she's a princess. As princess, she has a very important duty. Because of that duty and her abilities, she shut herself off from everybody and kept to herself. That was before she met me and my friends; she's still a bit shy around others, but she's warmed up to the idea of having friends. So it's not like you're the only one who's thought along those lines, Twilight. Sometimes it takes an unusual event to make somebody realize things they never would have before."

Twilight smiled, "You're right, Sonic. You're absolutely right. And I wouldn't mind meeting your friend sometime if we get the chance."

Tails said, "Well, she was with the rest of our friends when they were grabbed by that weird creature at our get-together. I'm sure we'll find her sooner or later. Come to think of it, she has purple fur, kind of the same color as your coat."

Sonic grinned, "Hey, maybe being purple has something to do with starting out being distant from everybody!"

Rainbow laughed, "I was just thinking the same thing!" They all had a good laugh at that as they continued walking.

The four of them soon came to a stop when they found a sizable block of ice with snow on top of it sitting on the path in front of them. "Wonder what this is doing here," Tails mused.

"Eh, it's just a block of ice, Tails. It probably does nothing other than sit here," Rainbow Dash shrugged.

Sonic peered around the side of the block and said, "Well, maybe we can use it for something."

Twilight looked at him and asked, "Like what?"

Sonic pulled his head back and gestured towards the block, saying, "Everybody get on top. I have an idea." Intrigued, both Tails and Rainbow flew up on top of the block while Twilight climbed up after them, all three of them sitting down.

After making sure everybody was sitting down, Sonic walked up behind the block and started to push against it, causing it to move through the snow on the ground. Twilight peered over the side at him and asked, "Sonic, what are you doing?"

Sonic calmly replied, "Just hang on. We're in for a ride." A second later, he stopped pushing and leapt up on top of the block, sitting down. Before anyone could ask, the block suddenly started sliding down a slope! Both Sonic and Rainbow Dash got excited as it slid down the slope while both Tails and Twilight made doubly sure they weren't going to fall off. The block continued to gain speed, running over Penguinators and Star Pointers as it slid.

The block eventually reached the bottom of the slope and slowly slid to a stop, which took a bit of time due to the slippery snow underneath. Sonic quickly leapt off the block, exclaiming, "Yahoo!"

Rainbow flew off and fluttered next to him, saying, "You said it, Sonic! That was fun!"

Twilight poked her head over the side of the block and spoke, "Well, it was fun, I'll say that, but what now?" She pointed a hoof forward, saying, "It's a dead end. What do we do now?"

Rainbow looked and saw what Twilight was talking about. The path forward was being blocked by what appeared to be a thick ice pillar. "Oh. I guess you have a point, Twilight. That is kind of a bummer," she said.

Sonic walked over to the pillar as Tails and Twilight leapt down, examining it as he stood in front of it. "_It does look pretty thick. Maybe…_" He glanced down at the base of the pillar and crouched down, holding a hand in front of it. He called back to Tails and the two mares, "I can feel a breeze coming in from under here."

Tails, Twilight, and Rainbow came over, the fox asking, "Really? That must mean there's a way out past it, right?"

Sonic nodded, "That's my guess."

Rainbow said, "No problem, then!" She looked at Twilight and asked, "Twilight, can't you move this hunk of ice out of the way?"

Twilight examined the pillar herself before asking, "Is it attached to the ceiling or is it just sitting here?"

Sonic shrugged, "I don't know. Why?"

Twilight replied, "If it's part of the ceiling, I'd have to break part of it off to move it. That could be a problem; if I break off too much above what we can see, it could cause a cave-in."

Tails waved towards Sonic, telling him to come over as he said, "Hey Sonic, come here a minute." The blue hedgehog walked over and stopped in front of him. Tails started, "What if we…" He then started whispering the rest to Sonic.

After a moment, the hedgehog leaned back and nodded, "Hey, good thinking, Tails!"

Rainbow Dash asked, "What, what is it?"

Tails looked at her and explained, "We might not need to move the pillar out of the way so long as we can force our way through it."

Twilight asked, "As in break it?"

Sonic nodded, "Yeah, but if this works, we should be able to get through without you needing to waste your magic abilities on something simple like moving this hunk of ice."

Twilight said, "I don't think moving a big slab of ice could be considered simple."

Sonic replied, "I'm sure it is for a magically inclined unicorn like you, Twilight."

Tails nodded, "Yeah! I only saw you do levitation spells earlier, but if you've been studying magic for years, you must know a wide variety of spells!"

Twilight looked away while blushing, "Honestly, I don't know very many spells."

Rainbow walked over to her and ruffled her mane while saying, "Ah, don't mind her. She's just being little Miss Modest again." She then looked back at Sonic and Tails and asked, "So what did you guys have in mind, anyway?"

Sonic said, "Well, it's been a while since the last time we did this. Just to be safe, you two might want to take cover behind that block." Both Twilight and Rainbow Dash decided to heed the warning and quickly got behind the ice block, peering over the top of it to watch.

Both Sonic and Tails walked over to the pillar, Tails stopping a short distance from it with Sonic right behind him. After a moment, Tails turned around to face Sonic and they stared at each other. They both then raised their right hands and brought them together, a flash of light appearing when they clapped together. They both then leapt up and joined hands, beginning to spin around as they came back down. As soon as they touched the ground, they shot forward, rolling right into the ice pillar and creating a sizable hole in the middle of it!

Both Twilight and Rainbow Dash looked on in shock at the duo's rolling combo for a moment and then they both smiled when they realized that they must have either made it outside or gotten deeper inside the cave. Rainbow Dash flew up over the block and towards the hole while calling, "Hey, wait for us!" Twilight galloped after the rainbow maned pegasus, following her through the hole.

After a few minutes of flying and galloping, Rainbow and Twilight found Sonic and Tails standing near the mouth of the cave, Tails looking a little dizzy. Rainbow landed near them and Twilight came to a stop next to her a few seconds later. "Man that was an awesome combo back there! I'm seriously impressed!" Rainbow exclaimed.

"Uh, thanks, Rainbow Dash. Wow, I haven't done that trick in a while. My head's still spinning," Tails said.

Sonic grinned sheepishly, "Heh, sorry about that, buddy."

Tails smiled over at him, "Nah, don't worry about it, Sonic. Being dizzy from spinning is far better than being dizzy from slamming into a wall."

Twilight said, "I think Rainbow and I can both agree with you on that, Tails." She then glanced from left to right and asked, "So where did we come out anyway?"

Sonic walked out from the mouth of the cave and looked to his left. "From the looks of it, I'd say we came out near an ice field," he said. Tails, Twilight, and Rainbow Dash walked over to him and looked. They all looked awed at what they saw, especially Twilight and Rainbow. In the distance, they could see ice floes floating through the water and glaciers lining the landscape. It was truly a sight to behold.

"You know, I've read about ice floes and glaciers before, but wow! They're really beautiful!" Twilight exclaimed.

Rainbow Dash grinned at her, "You're such an egghead, Twilight. But you're right, this is pretty awesome." Looking back at the view before them, she asked, "Hey, we're not going to have to go out there, are we?"

Sonic gestured to the path in front of them as he said, "We should probably see if there's anything else here before we consider going out there."

Twilight looked where he was pointing before saying, "Yeah, that's a good idea, Sonic. Still, even if it is a straight path, isn't it still going to take a while to search?"

Sonic held a hand to his chin and said, "Yeah, I guess you're right, Twilight. So…" He suddenly surprised the lavender unicorn when he, in one swift motion, swept her off her hooves and held her in his arms, Twilight giving a surprised yelp at this unexpected action. He then grinned, "Let's step it up a bit!"

Twilight stuttered, "Huh? What are you…?" She was cut off in mid-sentence when Sonic suddenly took off running down the path at high speed, the unicorn giving a surprised shout as he did.

Tails started spinning his namesakes as he called, "Hey Sonic, wait up!" He then took off flying after his friends, Rainbow Dash right behind him.

Twilight could only watch with wide eyes and an open mouth as Sonic continued running, both Tails and Rainbow Dash following behind them. Her mouth refused to work as he ran through shuttle loops made of ice, over icy bridges, and through patches of snow. Eventually, she managed to regain control of her voice and exclaimed, "Sonic, STOP!"

The blue hedgehog glanced down at her in alarm for a second before planting his feet into the snow, sliding until he came to a stop on a relatively flat surface. He then quickly set her down on her rump, asking, "What's the matter?"

Twilight just stared at him with the same expression on her face as Tails and Rainbow Dash caught up. Amazingly, her mane still retained its straight, scholarly look. Rainbow spoke up, "Uh, Twilight? You okay?"

A moment later, the lavender mare started, "I… That… That was unbelievable." She looked at Sonic and asked, "How do you run so fast? I can understand how Dash goes so fast while flying, and I saw you run down the side of that building, but how do you do it?"

Sonic answered, "Well, I've always been pretty speedy, even when I was little. But what you witnessed just now? That's thanks to these." He pointed down at his red shoes as he explained, "The soles of my shoes are made of a special material that's designed to be pretty much immune to heat. With all the friction I create while I'm running, I generate a lot of heat. But with these on, I don't have to worry about my feet or my shoes catching on fire."

Twilight looked at him for a moment before saying, "That… makes sense, actually. Everything I just saw completely fits everything I've studied. So those shoes are to you what Rainbow's wings are to her?"

Sonic shrugged, "Yeah, I guess you could say that. The first time I tried out the first pair, I actually managed to do a sonic boom."

Rainbow Dash flew over to him and said, "You know, I did a sonic boom when I was younger too. Except that mine was a Sonic Rainboom!"

Tails asked, "What's the difference between a sonic boom and a Sonic Rainboom?"

Rainbow turned to him and proudly said, "I happen to leave a rainbow trail in my wake when I do a Sonic Rainboom."

Tails asked, "So the only difference is the trail left behind?"

Rainbow replied, "No! It's loads different from a basic sonic boom!"

Tails asked, "How? You've only told me one thing that's different."

Before Rainbow Dash could start arguing with him, Twilight looked off to the side and noticed something. "Hey everybody, look!" she exclaimed. Sonic looked in the direction she was looking and Tails and Rainbow turned their heads to look. They all saw an echidna with dreadlocks and spiky knuckles, an earth pony with a hat and her mane and tail tied up in a ponytail, and a young pegasus filly standing a short distance away.

"Knuckles!" Sonic said.

"And Applejack and Scootaloo!" Rainbow Dash exclaimed. She then looked at Twilight and said, "Good eye, Twilight!"

Sonic patted the unicorn on the shoulder as Rainbow flew over to their frozen friends and nodded to her when she turned to look at him. Sonic then looked back at Tails and asked, "Is the Warp Ring still working, Tails?"

The two-tailed fox fished the ring out and examined it for a minute. He then said, "I think it'll be able to get us back to Ponyville, but we're going to have to find a way to recharge it sooner or later."

Sonic nodded, "Okay, then let's get them out of here." Tails nodded and activated the ring while Twilight stood up and followed Sonic. Once the ring was activated, Tails flew over and helped Sonic carry Knuckles over to the ring. Rainbow and Twilight followed behind them, Rainbow carrying Scootaloo in her hooves and Twilight using her magic to carry Applejack over. All of them then stepped through the ring with their friends, the ring vanishing shortly afterwards.

Seconds later, the four of them found themselves standing in front of the barn at Sweet Apple Acres. They watched as a white, sparkling wave began to creep over the entire farm, restoring the apple trees and crops to normal. After about a minute, the fences and buildings on the farm were restored to normal too. By this time, Sonic, Tails, Twilight, and Rainbow had moved the frozen forms of Knuckles, Applejack, and Scootaloo inside of the barn. The four of them then stood across from their frozen friends, waiting.

After a few seconds, the same wave crept up the bodies of their petrified friends, restoring them to normal. Knuckles, upon his restoration, flexed his hands and then leapt up into an uppercut, striking a pose upon landing. Applejack, meanwhile, blinked and then gave a toothy smile, giving the air a few bucks with her back legs while Scootaloo examined and flapped her small wings.

Applejack was the first one to notice everybody and spoke, "Thank ya kindly, y'all. Ah was pretty worried during that whole ghostly experience, but Ah'm feelin' much better now that Ah'm back with y'all."

Scootaloo nodded, "Yeah, thanks, you guys. I mean, I wasn't scared, but I prefer being in my body, thank you."

Knuckles said, "Same here. Thanks for the help, everyone, not that I needed it. Still, you all did a good job back there." Everybody silently nodded to each of them as they spoke, Sonic crossing his arms and then holding a thumb up in Knuckles' direction.

Before anything else happened, Spike suddenly came running into the barn carrying Peewee with Owlowiscious flying behind him, screaming. Everybody looked on in shock as he quickly shut the top and bottom of the barn door, leaning his back against it and panting heavily while Peewee hopped up onto one of his green spikes and Owlowiscious flew over to Twilight.

After her owl friend landed on her back, the lavender unicorn quickly trotted over to Spike and asked, "Spike, what's wrong?!"

Spike quickly wrapped his arms around her right foreleg and said, "You gotta help me! She's trying to kill me!"

Sonic gave him an odd look, "Trying to…" He then facepalmed and asked, "You made Amy angry, didn't you?"

Spike let go of Twilight and twiddled his claws together, "Well…" Suddenly, there was a loud banging at the door and he yelped, running behind Twilight.

Applejack cantered over to Twilight and looked at the door, asking, "What's all the ruckus about?"

Amy's angry voice carried through the wood, "Who's in there?! You'd better open this door right now!"

Twilight asked, "Amy? Is that you?"

Spike pulled on her leg and, when she looked at him, said, "Don't open it!"

Amy's voice increased in volume, "I HEARD THAT!" The pink hedgehog started banging on the door again, yelling, "I'VE GOT A BONE TO PICK WITH THAT DRAGON! NOW OPEN THIS DOOR BEFORE I OPEN IT MYSELF!"

Rainbow looked over at Sonic and Tails and asked, "Is that really Amy out there?"

Sonic sighed, "Unfortunately, especially for Spike, yes."

Spike ran over to him and begged, "Please, Sonic, she's got a hammer! Can't you talk to her or something?!"

Sonic replied, "Talking rarely works when Amy is as mad as she sounds right now. Still, I should be able to save you if I time it right." He then picked the baby dragon up and said, "You'd better hold onto your little buddy. We're gonna have to go fast."

Applejack asked, "Could somepony please explain to me what's goin' on here?"

Twilight looked at her and said, "I'm not exactly sure myself, Applejack." She then looked over to see that Sonic had walked over to her, still holding Spike while he held onto Peewee. "Sonic, I'm kind of confused here. What's going on?" she asked.

Sonic replied, "I'll give you the details later. Right now, though, I'm going to need a little help from your magic." He then pointed at the shaking door and said, "When I tell you to, open the top part of that door. I would advise standing back out of the way before you open it, though."

Outside, Amy continued banging on the door. "I. SAID. OPEN. THIS. DOOR!" she yelled. Suddenly, the top part of the door swung inward and, immediately afterwards, a blue blur shot out over Amy's head. She whirled around in enough time to see the blur heading for the arch at the farm's entrance. "SONIC! YOU GET BACK HERE!" she screamed, running after the blue hedgehog with her Piko Piko Hammer over her head.

Tails, Knuckles, Twilight, Owlowiscious, Rainbow Dash, Applejack, and Scootaloo all peered outside of the barn, watching Amy chase after the blue blur. In the distance, they heard Spike exclaim, "WHY WOULD YOU LEAVE ME WITH SOMEONE LIKE HER?!"

They all heard Sonic's response, "WHY DO YOU THINK I SAID DON'T MAKE HER ANGRY?! WHAT, YOU THINK I WAS BEING CUTE?!"

* * *

><p>I'm terribly sorry about the long wait for this chapter, everybody. Most of my classes last week had exams, so I had to spend some time studying for them. Not to mention this turned out to be a long chapter. I hope the length makes up for how late it is.<p>

Now, a few notes for this chapter. The radar that Tails builds looks basically like a Nintendo 3DS. I got the idea from Issue 219 of the Archie StH series, which featured a "Sonic Colors" adaptation. In the adaptation, the device Tails used to translate what Yacker was saying looks nothing like his Miles Electronic from the games.

The numbers that Tails' radar displays are the original North American release dates for Sonic 1, 2, and 3.

The move Sonic and Tails perform to escape the ice cave is the Rolling Combo from the upcoming "Sonic 4: Episode 2".

Sonic's explanation for his shoes is based off of "Adventures of Sonic the Hedgehog". AoStH described them as friction-proof and joked that Sonic will burn his feet if he tries to run without them.

I think the following Ice Cap remix would be great for this chapter: www. youtube. com watch?v=efq_35xi53M

Okay, that's about it from me. Next chapter will feature the first rivals!


	5. Gilda and Metal Sonic

"Sonic? Spike? Where are you guys?" Rainbow Dash called as she flew above Ponyville while her friends were searching down below. After recovering from seeing Amy chase after Sonic and Spike, the cyan pegasus, along with Tails, Twilight, Owlowiscious, Applejack, and Scootaloo decided to head back to Ponyville and make sure the pink hedgehog hadn't seriously hurt anyone. Tails was helping her look from the air and was currently flying over the other side of town. Knuckles left on his own when they decided to go searching, claiming that Sonic would be fine before he leapt up and glided away from Sweet Apple Acres.

Twilight looked up as Rainbow Dash flew overhead, noting that she was flying in the direction of the library as they passed through the town square, heading in the direction of the houses near the edge of the square. She looked back down when Applejack asked her, "So this Sonic feller can run as fast as Rainbow Dash can fly?"

Twilight nodded in response, having explained everything on the way back to Ponyville. Scootaloo spoke up, "Ah, big deal. Rainbow Dash is WAY cooler! She could beat him in a race no problem!"

Before Twilight could respond to that, a loud shout caught her attention and she directed her gaze forward, coming to a stop as everypony else did the same. They looked to see Amy coming towards them down the street, still carrying her Piko Piko Hammer and still having a look of anger on her face. She came to a stop in front of Twilight and demanded, "Where is he?"

Twilight raised an eyebrow, "Who?"

Amy angrily replied, "That dragon, of course!"

Twilight gave her a disturbed look as she said, "You know, 'that dragon' has a name, Amy. It's not like you haven't heard it before."

Amy growled, "I don't care! He's not going to get away with making me look bad in front of Sonic!"

Applejack looked at her funny, "Why?"

Amy replied, "Because Sonic obviously believes that I'm going to make a good mother when we get married! I'm not going to have his faith in me shaken by a dragon!" Raising her hammer over her head with both hands, she ran past the ponies down the street.

Twilight, Owlowiscious, Applejack, and Scootaloo all watched her run until she disappeared around a corner. Once she was out of sight, Applejack said, "That girl has problems."

Both Scootaloo and Twilight nodded at that, Scootaloo doing so in earnest while Twilight nodded a little more cautiously. The orange pegasus filly then said, "That sounds about right."

Everybody's ears perked up when they heard someone whispering, "Psst, hey!" They looked to their left and saw Sonic's head sticking out from behind one of the houses they were about to pass. As soon as he saw their eyes, Sonic whispered, "Is she gone?"

Twilight replied, "Uh, yes."

Sonic let out a sigh and said, "Good." He stepped out from behind the house and then looked back behind it and said, "Come on out, Spike, the coast is clear. Amy passed us entirely." A few seconds later, the baby dragon poked his head out from behind the house cautiously and looked around before stepping out next to Sonic while holding Peewee in his claws.

Twilight, Applejack, and Scootaloo came over, Twilight saying, "Oh, I'm glad neither of you are hurt. You did say she missed you, right?"

Spike said, "Yeah, thanks to Sonic moving fast and deciding to hide back there." He glanced down at Peewee when the baby phoenix chirped up at him, followed by a cute little yawn. He smiled, "Aw, I guess it's time for your nap, huh Peewee?"

Applejack said, "Not a bad idea, Sugarcube. I'm sure the little feller has had enough excitement fer one day, what with being chased by a crazed hedgehog and all."

Spike nodded, "Yeah." He looked up at Owlowiscious and asked, "Hey Owlowiscious, do you mind taking Peewee back to the library and looking after him for a while?"

The owl replied, "Hoo."

Spike said, "Uh, Peewee? You know, the baby phoenix here in my claws?"

Owlowiscious asked, "Hoo?"

Twilight giggled and turned to Owlowiscious, saying, "You can stay at the library too if you want, Owlowiscious. Spike really wants to help out, but we could use someone to look after the library and Ponyville while we're gone. Does that sound okay to you?"

Owlowiscious replied, "Hoo!" He then hopped off of Twilight's back and hopped over to Spike.

The baby dragon held Peewee out to him, saying, "Go on, Peewee. Your Uncle Owlowiscious will take care of you." The baby phoenix chirped at him and then hopped on top of Owlowiscious' head, the owl spreading his wings and then flying off towards the library once the phoenix's grip was secured.

Sonic said, "That's a pretty cool owl you've got there, Twilight."

The lavender mare nodded, "I know. But no matter what, he'll never replace Spike." The baby dragon smiled at her at that.

Everyone's gaze was directed upwards when they heard Tails call, "Hey!" They all turned and looked up to see the fox and Rainbow Dash flying down towards them.

As they came closer, Scootaloo thought to herself, "_I still can't believe it… He's not even supposed to be able to fly and yet he can._"

Applejack waved up at them, "Hey y'all! I see ya managed to pick us out amongst all the white."

Rainbow Dash landed near them, Tails landing shortly afterwards, and said, "Well, yeah. Color here sticks out like a sore hoof. And it didn't hurt that we could see Owlowiscious flying away."

Sonic grinned, "That's one point for you guys and nothing for Amy."

Spike looked up at him at that and asked, "Why'd we have to hide from her anyway? She's your girlfriend; couldn't you have just talked to her?"

Sonic placed his hands on his hips and looked down at him, saying, "First of all, she's NOT my girlfriend. And second, even if she was, you think it's easy to talk to someone who can lose her temper at the drop of a pin and pull a huge hammer out of nowhere in a second?"

Twilight was the first to answer, "Well, it certainly sounds like you would have to be rather cautious when talking to her." Sonic nodded in response; she then asked, "But if she's not your girlfriend, why did she make it sound like you two were, uh, together?"

Sonic replied, "I take most of what Amy says with a handful of salt. Considering what you all just witnessed, it might not hurt to do the same."

Applejack said, "Huh. So ya like her as a friend, but ya don't like her THAT way. Is that what yer sayin', Sugar-hog?"

Sonic gave a sidelong glance at the ground as he murmured, "Well…"

Before he could finish, Scootaloo spoke, "Why is Ponyville mostly white, anyway? What happened to all the color?" She turned to Rainbow Dash and asked, "Rainbow Dash, can you get some rainbows from your home and bring the color back? That would work, right?"

The cyan mare shrugged, "I don't think it's that simple, squirt. Since Applejack's home was completely white until a little while ago, I'm gonna guess my cloud house was affected too."

Sonic asked, "You have a cloud house, Rainbow?"

The proud pegasus nodded, "Yep! As much as I prefer Ponyville, I still like to be reminded of my time growing up in Cloudsdale, a city that sits on top of the clouds."

Tails asked, "A cloud city?"

Rainbow nodded in confirmation, "You got it! I'll bet you've never seen anything like that before!"

Sonic spoke, "No, but I believe you. I can totally see a city being on top of clouds."

Twilight asked, "You can?"

Sonic nodded, "Sure. You know those mountains we were at? If I remember right, they were on a floating island."

Applejack asked, "Floating island? Oh, you mean like, floating in the water, right?"

Sonic shook his head, "No, I mean like, floating in the sky."

Scootaloo gasped, "No way!"

Sonic replied, "Yeah way! In fact, there used to be a sanctuary above that island that was full of bouncy clouds. I say 'used to be' because it kind of fell apart."

Twilight asked, "But how? How does an island float in the sky?"

Tails said, "Well, unlike Babylon Garden, which we later found out was a spaceship some time after it rose back into the sky, that island, along with the Sky Sanctuary that used to be above it, is held aloft by an object called the Master Emerald."

Applejack raised an eyebrow, "Master Emerald?"

Tails nodded, "That's right. It holds a great power within it, and that power is what allows Angel Island to float in the sky. Whenever the Master Emerald is removed from the island, it comes crashing down into the sea."

Spike murmured to himself, "An emerald filled with a great power? I wonder what that tastes like…"

Rainbow Dash spoke, "Okay, so this gem with a great power holds up this Angel Island and Sky Sanctuary. But what about this Babylon Garden place? You said it was a spaceship or something; is that how it stays up?"

Tails replied, "Sort of. It's actually rather easy to explain what holds Babylon Garden aloft. You see, according to the Kutta-Joukowski Lift Theorem, the control surface flow is balanced by the inverse kinetics of the…"

Rainbow Dash interrupted him by rearing back on her hind legs and shouting, "STOP!" Tails immediately stopped talking and everybody else looked at her. Dropping to all fours, she exclaimed, "I get the idea, okay? You can just say that it floats; Twilight spouts out enough egghead techno babble as it is! I can do without two eggheads, thank you!" Before anyone could respond to that, they all heard somebody laughing. Everybody glanced around, Rainbow asking, "Who's laughing at me?"

She was soon answered by a voice that Spike and the ponies all recognized, "Sorry, Dash, but I figured you would've interrupted him before he even started talking!"

Rainbow gasped, "That voice… No! It can't be!"

She looked up at the roof of the nearby house as a familiar beak face peered over the side, smirking down at her. "Miss me, Dashie?" Gilda asked before leaping off of the roof, not even bothering to spread her wings before landing on the ground.

"Whoa! A griffin!" Tails exclaimed.

Gilda glanced at him and curtly said, "Hey, you got it. You're pretty smart… for a lame-o freak of nature, that is."

Tails was taken aback. "W-what?" he stammered, honestly not expecting what the griffin had just said.

Sonic held up his fists and angrily asked, "Who are you calling a freak, you turkey?"

Before Gilda could retort, Rainbow Dash glared at her and said, "You leave Tails alone, Gilda! And just what are you doing back here in Ponyville, anyway?"

The griffin nonchalantly replied, "Don't look at me. One minute I'm taking a nap on a cloud, the next minute I'm waking up to the sound of some pink weirdo spazzing out over something. I thought it was 'Stinky' Pie at first until I got a good look at her."

Sonic gave an exasperated sigh, "Amy…"

Gilda glanced at him for a moment before turning her gaze back to Rainbow Dash. She then asked, "Who's this guy, Dash? Is he supposed to be your boyfriend or something? I always knew you had weird tastes, but seriously?"

Rainbow ignored the intended insult and said, "He's not my boyfriend, Gilda! We only met, like… what's it been, anyway? An hour ago? Two hours ago?"

Gilda shrugged, "Whatever. What's wrong with your crummy town, anyway? Did every pony in town forget to pay the color bill or something?"

Rainbow stomped a hoof and said, "Enough! What do you want, Gilda?"

Gilda held up her claws and replied, "Whoa, easy there, 'Crash'! I just want one thing from you."

Rainbow raised an eyebrow, "What?"

Gilda said, "A race. I want to know if hanging out with all these lame-o ponies has turned you into a slug or not, as if they haven't already turned you into a total flip-flop."

Rainbow glared at her, "Forget it, Gilda! A race is the last thing I'm interested in right now!" She turned around and started walking away, saying, "Come on, guys. We've got bigger things to worry about than this feathered jerk." Sonic and the others turned to follow her a moment later.

Gilda called, "Oh fine, be that way, Rainbow 'Crash'! All this proves is that you either are a slug or you aren't interested in serious competition anymore! Especially not when there's a prize involved!" Rainbow came to a stop at that and looked back over her shoulder at Gilda. Her eyes widened after a moment; in Gilda's right claw was a red lightning bolt necklace.

Rainbow Dash immediately zoomed in front of Gilda and demanded, "Where did you get that?"

The griffin shrugged, "I found it. Why, what's the big deal, Dash? Need to look good for your date tonight?"

Rainbow growled, "That's my Element! Give it back!" She swiped a hoof towards the necklace, but Gilda pulled it back and held it up tauntingly.

She then said, "I don't know what all this 'Element' business is about, but I'm not just going to give it back to you. If you want it that badly, you're going to have to race me for it."

Rainbow gritted her teeth, glaring at the griffin. Applejack called, "Go on and get 'er, Dash! Kick her flank!"

Twilight turned to her and mouthed, "Applejack!"

Sonic placed a hand on her shoulder and said, "No, she's right, Twilight." When the lavender mare turned to him, he explained, "These Elements of Harmony are obviously important; one of them probably wouldn't have ended up here without a reason. If that's the case, then we need to get them back, even if that means having to race an old rival."

Dash overheard what they were saying, her eyes sliding back in the group's direction. She then looked back at Gilda and said, "Okay, Gilda, you're on. Where do you want to race?"

The griffin smirked, "Follow me. I'll show you where we're gonna race." She spread her wings and started flapping them, lifting off the ground and hovering above Rainbow Dash.

The cyan pegasus turned back to her friends and said, "You guys wait here! I'll be back as soon as Gilda and I settle things!"

Before she could spread her wings and take off, Scootaloo ran up to Rainbow Dash and said, "Rainbow Dash, wait! Let me come with you! I want to watch you race! That would be so awesome!"

Rainbow looked up at Gilda as she gagged, "Ugh, you actually have a fan, Rainbow Dash? Please!" A sneaky expression then crossed her face, one that Rainbow failed to notice, and she said, "But she can come if she wants. It'll make it all the more satisfying when I crush your world!"

Rainbow snorted, "Yeah, like that's going to happen!" She then looked down at Scootaloo and said, "Hop on, Squirt!" Scootaloo jumped onto Rainbow's back and she spread her wings, flapping them until she was up at Gilda's level. Gilda then flew out of Ponyville, Rainbow Dash and Scootaloo close behind.

Twilight shook her head as she watched them go, "I don't like this. Based on what Rainbow Dash has said about her, Gilda's likely to do something to mess her up during this race she's talking about."

Sonic held a hand to his chin, "Hm." He turned to Tails and asked, "Hey Tails, why don't you go after them? Just to make sure Gilda doesn't try anything funny."

Tails nodded, "You got it, Sonic!"

Spike asked, "Hey, can I come with?"

Tails replied, "Sure, as long as Twilight's okay with it." He looked up at the lavender unicorn and asked, "Well, Twilight?"

Twilight thought about it for a moment before looking at Tails and saying, "Uh, that's okay, I guess. Just so long as you make sure Gilda doesn't see either of you. Who knows what she'll do if that happens."

Tails replied, "Don't worry; we'll make sure nothing happens to either Rainbow Dash or Scootaloo without Gilda knowing that we were following them." He looked down at Spike and pointed a thumb behind him, saying, "Hop on up, Spike." The baby dragon leapt onto his back and made sure he had a firm grip while Tails spun his twin namesakes around, lifting off the ground. He then flew after Rainbow Dash and Gilda while trying not to fly too fast for Spike.

Sonic turned to Twilight and Applejack and said, "I have a feeling we're going to be waiting for at least a little while. Do either of you mind showing me around Ponyville while we're waiting?"

Applejack replied, "Nope, Ah ain't got a problem with that. Mah name's Applejack by the way, pardner. And any friend o' one o' my friends is a friend o' mine."

Sonic nodded, "Thanks, Applejack." He then looked at Twilight and asked, "Is this okay with you, Twilight?" The lavender mare nodded in response and they left the town square, walking past the town hall as they did.

Tails flew as fast he could after Rainbow Dash and Gilda, the pegasus' multicolored mane and tail standing out sharply against the white surroundings. Spike kept a claw on the back of the fox's head while he peered up over it, helping him keep an eye on the two flyers. Soon, they both saw them fly into a house with arches coming out of the sides. Tails came to a stop, hovering in midair, and asked, "Is that…?"

Spike nodded, "Yeah. That's Rainbow Dash's home. But why'd they fly in there if they're going to race?"

Tails fished out his radar and turned it on, holding it up in the direction of Rainbow's house. After a moment, he said, "I'm getting a positive reading. There's a portal inside! But the frequency is a little unusual…"

Spike spoke, "Really? Gilda must know where it goes; otherwise, she wouldn't have brought Rainbow Dash out here." He then looked down and noticed a blue figure on the ground below, looking up at the cloud house. Spike squinted and asked, "Is that Sonic? What's he doing out here?"

Tails looked down and his eyes immediately widened. "That's Metal Sonic!" he exclaimed.

Spike raised an eyebrow, "Metal Sonic?"

Tails replied, "He's a robot built with most of Sonic's abilities. He's one of Sonic's biggest rivals and his doppelganger." Looking back down at the robot, he put his radar away and said, "From the way he's looking up at Rainbow Dash's house, he must've seen her and Gilda go in there. He must be planning to go after them! We've gotta stop him!"

Spike protested, "Hold on! You told Sonic we were going to follow Gilda and keep an eye on Rainbow Dash and Scootaloo!"

Tails corrected him, "What I said was we would make sure nothing happens to either of them without Gilda knowing we were following them. And right now, Metal Sonic represents a bigger threat to their safety than Gilda does." He glanced down as the engine on Metal Sonic's back ignited, lifting him off the ground. As he started flying up towards Rainbow Dash's house, Tails hardened his gaze and said, "I'm sure Dash can handle Gilda, but she doesn't know anything about Metal Sonic. We're going to have to take him out ourselves." He then shot forwards, Spike clinging on for dear life while he prepared to intercept the robot.

When Metal Sonic was about halfway between the ground and Rainbow Dash's house, he was suddenly slammed into from the side by Tails. Startled, he stopped his ascent and scanned his surroundings, his eyes soon coming to rest on the two-tailed fox hovering a short distance away. Tails called, "Back off, Metal Sonic! If you want to go after Rainbow Dash or Scootaloo, you're going to have to go through us first!"

The Sonic robot silently looked at him for a moment before droning, "NEW TARGET ACQUISTION. SIGHTS LOCKED ON PRIORITY TWO TARGET AND ADDITIONAL TARGET."

Spike asked, "Is he talking about us?"

Tails nodded, "Yeah. Not all of Eggman's robots use proper names, after all." Spike was about to ask who Eggman was, but Metal Sonic suddenly shot towards the duo while spinning like a drill, forcing Tails to fly up out of the way. Turning around, he said, "We've gotta keep him away from Rainbow Dash's house! Hang on, Spike!" With that, he shot off through the air, his twin tails spinning fast while Spike held tightly onto his back.

Looking back over his shoulder, Spike called, "Look out, Tails! He's catching up!" Tails glanced back over his shoulder and made a quick dash upwards, Metal Sonic shooting underneath him harmlessly. The Sonic robot managed to stop himself in midair, taking several seconds to do so while Tails came to a stop in a much shorter amount of time. The fox then turned and flew in the direction of Sweet Apple Acres as Metal Sonic turned around and shot after him again.

Tails continued to do his best to dodge Metal Sonic's charges, but the robot came closer and closer to hitting him every time. Spike eventually called, "Why don't you attack him, Tails?"

The fox replied, "Because at the moment, I'm kind of defenseless! I don't have my arm cannon or my Dummy Ring Bombs, and if I try to attack up close, you might lose your grip!"

After Tails narrowly dodged another charge, Spike called to him, "I've got a firm grip! Take the chance!"

Tails hesitantly called back, "Okay. Here goes!" He then shot towards Metal Sonic at full speed, getting close as the robot started to turn around again. As he turned around completely, Tails reared back and punched him right in the face, causing his head to jerk to the side at the contact. Almost immediately afterwards, he took a swipe at the fox with one of his claws, though he only managed to slice off the ends of some of his chest fur.

Spike cheered, "Yeah, that's it, Tails! Get him again!" Encouraged by the baby dragon's cheers, Tails flew towards Metal Sonic again and, after dodging a slash aimed at his head, shot up towards the robot, headbutting him. Unfortunately, Metal Sonic recovered quickly and brought his foot down on Tails' head, pushing the fox down and leaving him rubbing his head for a moment. When he looked up, his eyes widened as he saw Metal Sonic shooting straight down at him! He quickly flew to the side to get out of the way, but the robot still managed to brush along his side, throwing off his orientation.

Tails managed to recover and, upon seeing Spike dangling from one of his legs, grabbed him with his hands. He then sighed, "For an old model, he sure packs a punch."

Spike raised an eyebrow, "Old model?"

Tails replied, "I think it's the original Metal Sonic, but I don't know how that could be. Sonic and I defeated him after Eggman brought him back." Before he could continue, Metal Sonic suddenly rammed into him from the side, separating him and Spike! Spike screamed as he went into a freefall, heading for the farmland below.

Before he could reach the top of one of the apple trees, he was suddenly grabbed in a cold, metallic grip that squeezed him rather tightly. Spike looked to his side, only to see Metal Sonic's red eyes. Looking up, he saw that Tails, although disoriented, seemed to be okay and screamed as loud as he could, "TAILS!"

The fox instantly snapped out of his disorientation at the sound of his name and looked below to see Metal Sonic flying off with Spike. Spinning his tails as fast as he could, he pursued the runaway robot over the tops of the apple trees. After about a minute of flying, Tails noticed a tree house ahead, Metal Sonic flying straight for it. The robot flew right through the front door, almost ripping it off of its hinges, and Tails immediately followed him inside, not even realizing he was flying towards another portal until it was too late.

* * *

><p>Rainbow Dash looked around in shock. "Cloudsdale too?" she muttered. The city in the clouds had suffered the same fate as Ponyville; even the clouds the city sat on seemed to have a lack of color. She looked over at Gilda and asked, "Did you know Cloudsdale looked like this?"<p>

The griffin shrugged, "Yeah. After I woke up, I ended up flying out to your house and found that weird hole in your bedroom and looked inside. I also found that fruity necklace of yours on the table next to your bed. That's when I came up with the idea for this race."

Rainbow raised an eyebrow, "Huh?"

Gilda pointed to some pegasi that were frozen in midair and spoke, "Don't you get it, Dash? Look at them, the way they're somehow stuck in place. They'll make perfect hazards to fly around."

Rainbow asked, "So this race of yours involves flying around all the pegasi that are stuck in the air and back here?"

Gilda replied, "No. It involves flying through all of Cloudsdale, including the weather factory, while flying around all the pegasi. They'll lead right back here, and we're gonna do five laps around."

Rainbow looked at her and asked, "Five laps? What's wrong with one lap?"

Gilda rolled her eyes, "Duh! It's more fun this way!"

Scootaloo grinned, "Oh, it'll be fun to watch Rainbow Dash kick your furry butt, all right!"

Gilda glared at her, "Shut up, short stuff, or you'll be getting a crash course in flying!"

Rainbow pressed a hoof against the griffin's chest and said, "You even think of harming her…"

Gilda interrupted her, "Sheesh, take it easy, Dash! I'm not gonna touch her." When the cyan pegasus looked away, she added, under her breath, "Unless I need to."

Rainbow simply looked forward and said, "Let's just get this over with!"

Gilda snorted, "Fine, whatever you say, Rainbow 'Crash'." She and Rainbow then lowered themselves to the ground, both glaring at each other for a moment before turning their gazes forward again.

Scootaloo bounced up as she exclaimed, "Go!" Although they didn't expect her to start them off, both Rainbow Dash and Gilda shot into the air at the sound of her voice. As she watched them fly away, Scootaloo cheered, "Beat her, Rainbow Dash! Beat her good!"

Gilda rolled her eyes at the cheer while Rainbow smiled and gained a burst of speed, pulling ahead of Gilda. As she approached the pegasi that were frozen in midair, she began to swerve around the ponies, slipping through gaps and veering around her fellow fliers. Her lead over Gilda began to get bigger, the griffin's larger form forcing her to slow down as she made her way around the pegasus ponies. "Ha, she'll never catch me at this rate!" Rainbow laughed, glancing back as she swerved around another pony and turned to fly for the weather factory.

She turned her head back around, only to see the side of a pony right in her flight path! She screamed and pulled her wings back, but was unable to stop herself before crashing into the pony. The pony stayed where it was in the air, but Rainbow slid down its side. She managed to get back up in the air after a moment, only to see Gilda fly overhead. The griffin called back, "What's the matter, 'Crash'? You tired from not having your third nap of the day, or are you just getting slow?"

Rainbow glared after her, "It. Is. On!" She then shot after the griffin, looking to make up for lost time. She began to catch up as they approached the weather factory, but Gilda remained in the lead as they flew through the factory, weaving under and around parts in the various rooms. As they flew out the back and began to weave around more frozen pegasi, Dash called, "How did you get through there so easily?"

Gilda called back, "Easy! I've had a lead on you this whole time: I know the course!"

Rainbow exclaimed, "What? You cheater!"

Gilda called, "What are you talking about? Someone had to map out this course or there wouldn't be one! It's not my fault you weren't around when I plotted it!" She then flew ahead while Dash weaved around another pegasus to pursue her.

Scootaloo looked on excitedly as Gilda and Rainbow Dash approached her, but her smile dropped when she realized Gilda was in the lead. The griffin thumped on the cloudy ground near her and said, "First lap!" before taking off again.

Scootaloo turned back to face Rainbow Dash as she came in, panting as she touched the cloud. The orange pegasus filly ran over to her and said, "Come on, Dash, don't give up! Get back in there and show her how awesome you are!" Rainbow perked up at that and nodded to her before taking off. This race was far from over.

* * *

><p>Tails glanced around as he followed the road in front of him, the area he was in seeming very familiar to him. "Is this… Stardust Speedway? It kind of looks like it, but why is it so… corrupted-looking?" he muttered to himself. Down below the road was a dim, dark red skyline and up above was a large electrical storm, the clouds thick and red.<p>

Tails looked at a street light as he flew past it and murmured, "Sonic said that this is what it would look like if Eggman continued to mess around in the past on the Little Planet, but I thought he erased this future, especially after we stopped Eggman's second plan for the Little Planet. How could it still exist?"

His thoughts were interrupted when he heard Spike yell, "TAILS, BEHIND YOU!" The fox looked back over his shoulder and saw Metal Sonic shooting towards him, Spike still clutched in his hands. Wasting no time, Tails quickly leapt up, Metal Sonic shooting underneath harmlessly.

Landing back on the road and spinning his namesakes to propel himself forward, Tails nodded, "There's no time to worry about that now. I've got to save Spike!" His tails motored furiously behind him, closing the gap between him and Metal Sonic, but before he could reach him, the robot flew up and off to the side of the road. Suddenly, he charged into one of the street lights, snapping it off and throwing it at Tails! Tails' eyes widened at this and he slowed down, leaping over the light when it hit the ground and broke apart. Metal Sonic broke off another light and threw it at Tails, the fox speeding up to avoid getting hit by it. When Metal Sonic flew back over the road, Tails saw his chance and leapt towards Metal Sonic, ready to attack.

Before he could reach him, however, Metal Sonic suddenly held Spike up in front of him! Tails gasped and refrained himself from throwing a punch or whipping his tails around. Metal Sonic took advantage of his distracted state and brought his knee up into the fox's face, knocking him backwards. Before he could get too far, Metal Sonic flew around Tails and kicked him in the back of the head, knocking him down onto the road face first.

While Tails was lying on the road, Metal Sonic began to charge up some kind of electric shield around him. Spike glared up at the robot; not only had he taken advantage of the fox's kind nature to keep him from attacking, but he was hurt now too because of it. Before Metal Sonic could finish charging his attack, Spike yelled up at him, "Hey, you!" When the robot looked down at him, Spike unleashed a torrent of flames from his mouth up at his face. The green flames didn't really faze Metal Sonic, but the ashes from the flames spread out over his eyes, temporarily blinding him. Metal Sonic was so surprised by his heat-seeking eyes being blocked that he not only unleashed his attack too early, but he unleashed it on himself! Electricity sparked out of his midsection, paralyzing him and causing him to land feet first on the road.

As Metal Sonic attempted to recover from his own attack, Spike looked over at Tails, who was just beginning to recover, and called, "Get him now, Tails!" The fox looked up and, upon seeing the state Metal Sonic was in, leapt to his feet and ran towards him. Then, in one swift motion, he sent the robot flying with a tail whip and caught Spike on his tails, the robot crashing into one of the hills on the road. Spike breathed a sigh of relief as he held onto the fluffy tail and said, "Thanks, Tails."

Tails brought the tail Spike was on around to his front and lifted him off of it, saying, "Don't mention it, Spike, especially since it's my fault he grabbed you. I'm sorry…"

Spike replied, "What? You've got nothing to be sorry for! Sure, maybe you got a little distracted and he took advantage of that, but you still saved me! And aside from squeezing me a little hard, he didn't hurt me, so you've got nothing to apologize for!"

Tails asked, "Are you sure?"

Spike nodded, "Of course I am!" The both of them then looked over at Metal Sonic, the robot giving a robotic noise as it wiped the ashes covering its eyes off. It then stood up and activated its engine, lifting off the ground. Spike looked back at Tails and asked, "Now, are you ready to take this jerk out for real?" Tails gave a determined nod and set Spike on his back, his tails spinning around as he shot after Metal Sonic, the robot turning and flying forward as the fox came after him.

As both Tails and Metal Sonic entered a tunnel, the robotic doppelganger suddenly fell behind the fox, Spike watching him while Tails concentrated on the road. Suddenly, Metal Sonic lunged towards the two while spinning like a drill! "Tails, he's doing that spinning attack again!" Spike called. Tails looked back over his shoulder to see Metal Sonic quickly getting closer and used his namesakes to propel himself upwards. Metal Sonic narrowly missed him and, after Tails came back down, floated in the air while sparking and letting out smoke. While he was stunned, Tails performed a Spin Jump, hitting Metal Sonic from behind and sending him down to the road, where he rolled and flopped around a bit before flying up again.

Tails soon exited the tunnel, but Metal Sonic was still behind him. A bit far behind him, actually. Tails could hear the robot's engine, but it sounded distant. Suddenly, the noise level increased and Metal Sonic charged towards the duo with an even stronger version of his charging attack! Spike's eyes widened at the sight of the electric sphere surrounding the robot and yelled, "Tails, he's coming in quick, and I don't think you'll be able to jump over this one!"

Tails glanced up and noticed a raised, flat section of road just above the main road coming up. "_Maybe if I can get up there…_" he thought. Once he was close enough, he leapt up and, as soon as his feet touched solid ground, shot forward, Metal Sonic hot on his heels. The robot's charging attack was breaking up the raised section of road as they continued on, but Metal Sonic seemed to be unable to catch up to Tails. The raised section soon ran out, but Tails' tails kept spinning as he returned to the road below. The sphere surrounding Metal Sonic dissipated soon afterwards, allowing Tails to easily jump over him.

Metal Sonic once again floated in the air after coming out of his attack, allowing Tails to Spin Jump him again, knocking him into a hill, which he bounced off of while flipping over in midair. Tails came to a stop underneath him and crouched down on one knee, saying, "Hang on, Spike! I'm putting an end to this!" He then leapt up towards Metal Sonic and, as he saw the robot's red eyes, swung his tails around, sending him flying. Metal Sonic flipped over several more times before he exploded, Tails dropping back down onto the ground afterwards.

Spike leapt off of his back after he landed and the two bumped fists, Spike saying, "Yeah, that was great! Way to go, Tails!" He then looked up where Metal Sonic had exploded and noticed a violet light shining against the red clouds. "Hey, what's that?" he asked, pointing up.

Tails looked up and noticed what he was talking about. He started, "I think that's…" The object suddenly fell past them, heading for the skyline below. Moving quickly, Tails spun his namesakes around and dove off the road, flying towards the object. He caught it before it could land on top of one of the buildings and flew back up to Spike with the object in his hands. Spike's eyes widened and he began to drool at the sight of the violet gem in Tails' hands. He was so fixated on the gem he almost didn't hear Tails when the fox landed and said, "This is one of the Chaos Emeralds! But why did Metal Sonic have it? And for that matter, why is this bad future still around?"

Spike snapped out of his gem fascination at Tails' words, shaking his head and then looking up at the fox, asking, "Huh? What did you say?"

Tails didn't hear him, due to being lost in his thoughts again, and instead turned to look out at the skyline, watching lightning flash in the distance. He muttered, "Unless Eggman came back to the Little Planet some other time that we didn't know about, there's no reason why Stardust Speedway should look like this. It's not possible! Unless…" He snapped his fingers and said, "It's crazy, but that just might be it!"

Spike spoke, "Hey, Tails! A bit for your thoughts? What are you mumbling about? And why is that gem in your hand glowing?"

Tails turned his head to look at the baby dragon for a moment and then looked down at his left hand, which held the Chaos Emerald. He held it up and asked, "This? Well, remember when I mentioned an emerald called the Master Emerald?" Spike nodded, so Tails continued, "This is one of the gems that's responsible for the Master Emerald's existence. A mystic gem full of unlimited power: a Chaos Emerald!"

Spike looked at him quizzically, "Whoa, what? Chaos Emerald? Unlimited power? I don't follow you."

Tails reached into his right tail as he said, "That's okay, Spike. I'll try to answer your questions as best I can when we get back to Ponyville." He pulled out the Warp Ring and held it up to the Chaos Emerald. When the two objects came into contact with each other, the ring emitted a bright white light for several seconds before it faded back to its normal color. Tails pulled the ring back and said, "There. That should've recharged it completely." He then tucked the Chaos Emerald in his left tail.

Spike said, "Whoa, whoa, wait! What do you mean you're going to answer my questions when we get back to Ponyville?"

Tails explained, "Well, there's no doubt in my mind that Rainbow Dash, Twilight, and Applejack are going to have the same questions that you have when we tell them about this. So we might as well save some time and answer everyone's, or rather everypony's, questions at the same time."

Spike murmured, "Oh yeah, that makes sense…"

Tails added, "Besides, I think I've figured out what's going on!"

Spike looked up at him and asked, "Really?"

Tails nodded, "Yeah! We've gotta tell the others right away!" He turned and tossed the Warp Ring up in front of them, the ring expanding with a *PHVWOW*. Spike leapt up onto Tails' back and the fox jumped through the ring's portal, the ring vanishing soon afterwards.

* * *

><p>Rainbow Dash grinned to herself as she flew out the back door of the weather factory, once again flying around the frozen pegasi as she made her way to the starting point of the race. She had been lagging behind Gilda for the second lap and part of the third, still trying to drill the layout of the course into her head. Fortunately, Gilda had gotten overconfident about halfway through the third lap and crashed into a wall, giving Rainbow a chance to catch up to her. She had passed her near the end of the lap and, despite Gilda coming close a few times, managed to keep her lead during the fourth lap. "<em>Just one more lap after this and I'll put Gilda in her place!<em>" she cheered to herself.

The griffin in question growled as she flew out of the weather factory after Rainbow Dash, her size once again working against her as she flew after the rainbow maned pegasus. She gritted her teeth and muttered, "She's tiring out, but she's still managing to keep ahead. It's time for Plan B."

Scootaloo cheered as Rainbow Dash approached, "Yeah, go, Rainbow Dash! You've got it now!" The cyan mare grinned at her as she touched down and then leapt up, starting the final lap.

Gilda soon came in for a landing, but she didn't take off right away. She smirked; Scootaloo was too preoccupied with trying to watch Rainbow Dash to pay attention to her. "Hey short stuff!" she called. When Scootaloo turned to look at her, an annoyed expression on her face, Gilda wrapped a talon around her head, picking her up. Gilda then walked over to the edge of the cloud and said, "Let's see how loud you can scream! Happy landings!" She then released Scootaloo, the orange pegasus dropping like a rock.

Scootaloo screamed as she flailed her hooves in the air while Gilda resumed the race, her hooves meeting nothing but air. After a moment, she extended her wings and started flapping them, gritting her teeth as she tried to trap air beneath them. Alas, they were too small and could not hold her up, no matter how hard she flapped them. After a few seconds, she gave up and let out an ear-piercing scream in the hopes that Rainbow Dash would hear her.

Thankfully, the cyan pegasus did hear her! The scream cut right through the still air of Cloudsdale and reached Rainbow Dash's ears as she turned to fly towards the weather factory. She turned her head to the side and saw, through a gap in the clouds, Scootaloo flailing as she fell. "Scootaloo!" she exclaimed as she turned and flew right towards the gap in the clouds, extending her hooves in front of her.

Gilda smirked to herself as Rainbow Dash flew off the course, "Like a moth to a flame. I'm sure she'll save the kid, but not in enough time to win this race." She then continued on, though at a slightly slower speed than before.

Below, Rainbow Dash clenched her teeth as she shot down towards Scootaloo, the wind tearing at her face and making her eyes tear up. She was getting closer, but she had no idea how much time she had left before Scootaloo hit the ground. With everything completely white, there was no telling if there even was any ground! Not wanting to find out, she increased her flying speed, her hooves getting closer and closer to the flailing filly.

As Scootaloo watched her idol get closer and closer, she noticed that a nearly invisible aura was beginning to appear around her front hooves, her flight speed seeming to increase as it got bigger. All of a sudden, Rainbow Dash shot forward like a rocket, a rainbow ring spreading out from that point and a rainbow trail behind her! "A Sonic Rainboom!" Scootaloo exclaimed as she was grabbed in Rainbow Dash's hooves.

Immediately after Scootaloo was secure in her grip, Rainbow Dash pulled a 180 and headed back towards Cloudsdale, going faster than the speed of sound! She flew back up through the gap in the clouds and headed for the weather factory, easily weaving through the various rooms and soon exiting out the back of the factory. As she exited, she saw Gilda and narrowed her eyes. The griffin had evidently heard the start of her Rainboom and was now trying to get to the goal as fast as she could.

It was a futile effort at best; before she could get close to the finish line, Rainbow Dash blasted past her, causing her to spin around in the air like a top. As she spun around, Dash's Element of Loyalty necklace was thrown out of her feathers, flying in the direction of the finish line. Rainbow pulled another 180 and caught the necklace in her mouth, shooting past Gilda again. The griffon stopped spinning after a moment and fell to the cloud below, dizzy. Before it wore off, Rainbow Dash flew up in an arch over Cloudsdale, leaving a large rainbow above the city before flying down and landing on the finish line.

Scootaloo leapt down onto the cloud and turned to Rainbow Dash, grinning, "That was so awesome, Rainbow Dash! You totally won that race!"

Dropping her necklace into her hoof, Rainbow replied, "Of course I did! I also saved you."

Scootaloo rubbed her head with her hoof as she said, "Oh yeah. Gilda dropped me off the edge and… well, thanks for saving me."

Rainbow replied, "No problem, Squirt." She then slipped on her necklace and turned to look at Gilda, who was still lying on the ground. She then turned to look back at Scootaloo and said, "You know, I'm not even going to waste my breath on her. It's bad enough she hasn't changed a bit since the last time we saw each other, but I can't believe she would resort to such a cowardly tactic like that! Come on, Squirt. Let's get back to our real friends back in Ponyville." She then bent down, allowing Scootaloo to climb on her back. Once the little filly was secure, she flew through the portal back to Ponyville. After she passed through it, a shimmering wave began to climb up the clouds that held up Cloudsdale, restoring the color and ponies.

Rainbow Dash's hooves met the blanket atop her bed and she leapt off of it, landing on the floor. She and Scootaloo stared back at the portal for a moment before turning around and walking out of Rainbow's bedroom. As she walked, they heard a shimmering sound and, when they reached the ground floor of her house, they saw that the color was coming back to Rainbow Dash's house!

"Whoa! Did I restore my house and possibly Cloudsdale just by racing Gilda?" she asked.

Scootaloo grinned at her, "Of course you did, Rainbow Dash! I knew you would be able to!"

Rainbow smiled back at her, "Heh, thanks kid." She then stepped out of her house and looked at one of the rainbow arches outside of her house and then spread her wings, lifting off the ground. As she looked out at Sweet Apple Acres, she noticed a white spot beyond the apple trees beginning to get its colors back. "Hey, isn't that your group's clubhouse over there?" Rainbow asked, pointing.

Scootaloo looked and said, "Hey, it is! Did you do that too?"

Rainbow shook her head, "No, it couldn't have been me. Sonic must've done that. Come on, let's get back to Ponyville and find out what happened." She then flew off, heading for the town square.

As they got closer, they both saw the Warp Ring appear out of thin air, Tails stepping out of it with Spike on his back. Tails turned to the ring and caught it in his right hand as it shrunk down to its dormant size. He then put it back in his right tail and knelt down, letting Spike off of his back. Rainbow Dash landed in front of him as he stood up, Scootaloo jumping off of her back. He looked at her and said, "Oh, Rainbow Dash, Scootaloo! You're back! And I see you won the race, Rainbow!"

The cyan pegasus puffed out her chest in pride, "Well, of course! That's to be expected from the winner of the Best Young Flier Competition, after all!"

Tails asked, "Yeah? Did you do one of those Sonic Rainbooms you told me about?"

Scootaloo spoke up, "Did she ever! She did one right in front of me! Gilda tried to cheat by dropping me off of a cloud in Cloudsdale and Rainbow Dash not only shot to my rescue, but she also totally kicked Gilda's flank!"

Rainbow nodded, "It's all true. Even with Gilda trying to cheat her way to victory, I still won." She then dropped the confident act and asked, "By the way, where did you guys just come from? And where's Twilight, Sonic, and Applejack?"

Spike spoke, "Well, I think Sonic got worried when Twilight mentioned Gilda might try to cheat in the race, so he asked Tails to follow you guys to keep an eye on things. I wanted to come with and Twilight agreed, so we followed you out to your house, but then we saw this robot called Metal Sonic!"

Rainbow raised an eyebrow, "Metal Sonic?"

Tails explained, "He's a robot that looks like Sonic and was built to counter all of his best abilities. Based on what he said when he saw us, I think he was planning to go after you two and Gilda. I didn't think you'd be able to race Gilda and avoid a Sonic robot at the same time, so we intercepted him and ended up going through a portal in a tree house."

Scootaloo said, "That was our clubhouse! So you guys were the ones who restored it?"

Tails shrugged, "I guess so. Anyway, we managed to defeat Metal Sonic and…" He then remembered what they had found and what he figured out and said, "That's right, we've gotta find the others! They need to hear this too!"

Rainbow asked, "Hear what?"

Tails replied, "I think I've figured out what's going on around here! Also…"

He was interrupted when they all heard the Mayor call, "There you all are! Oh thank goodness!" They all turned to see the Mayor running out of the town hall and over to them.

Tails asked, "What's wrong, Mayor?"

The Mayor explained, "After the four of you left, Applejack and Twilight agreed to show Sonic around Ponyville while they were waiting for you. Since I needed some fresh air, I decided to join them. Just a few minutes ago, we came back here and I invited them to come inside. While I was talking to Twilight and Applejack, Sonic decided to take a look inside the pavilion area and…"

Rainbow asked, "And…?"

The Mayor said, "He came back saying something about a strange portal, so Twilight and Applejack went with him to investigate and they haven't come back yet! I'm worried they may be in danger!"

* * *

><p>Uh, sorry about the wait for this chapter. Aside from the Metal Sonic battle, I'm worried that I didn't get Scootaloo and Gilda right. I hope they turned out okay.<p>

So... notes. Gilda having the Element of Loyalty is meant to be a reference to an AU fanfic I read where Gilda is the Element of Loyalty instead of Rainbow Dash.

Tails facing off against Metal Sonic in Stardust Speedway is a reference to his inclusion as a playable character in the digital re-release of "Sonic CD".

If there's anything else that catches your eye, feel free to mention it.

Music:

Rainbow Dash vs. Gilda - www. youtube watch?v=GfpF6ZbfZzM

Tails & Spike vs. Metal Sonic - www. youtube watch?v=zo3UcnH8y3c

The Sonic Rainboom - www. youtube watch?v=XzMMcGI5Vac


	6. Nightmare Moon

Sonic glanced around as he spoke, "Do either of you recognize this place? Because I know I've never been here." At the moment, he, Twilight, and Applejack were walking through a corridor that greatly resembled the corridor leading to the tower where Princess Celestia kept the Elements of Harmony. The only difference was that the rug they were walking on was black, the tiled floor beneath it was completely gray, and a shroud of darkness seemed to cover the corridor. It wasn't dark enough that they were unable to see the walls and windows, but the black was still apparent.

Twilight said, "This LOOKS like the corridor in Canterlot Castle leading to the tower where the Elements of Harmony are stored, but I don't think that's where we are. There's something… off, about it. I mean, besides the lack of color and the darkness, of course."

Applejack looked up at one of the stained glass windows on the right side of the hall and said, "Ah don't know about that, Twilight. Look, these are the same windows we saw when we came after Discord broke out." All three of them came to a stop and Sonic and Twilight looked up at the window Applejack was looking at. It showed Princess Celestia and Princess Luna using the Elements of Harmony to seal Discord in stone for the first time.

"Who's Discord? That snake-looking thing up there?" Sonic asked while pointing up at the draconequus on the window.

Twilight looked at him and nodded, "That's right, Sonic. Discord is a draconequus."

Sonic looked at her with a raised eyebrow, "A what?"

Twilight repeated, "Draconequus. It… well, he's kind of made up of different body parts from different creatures. He's got a horse-like head with a deer antler and a goat horn on it, an eagle claw, a lion's paw, a lizard leg, a goat leg…"

Applejack spoke up before she could continue, "There's more where that came from, but ya look like ya get the idea."

Sonic looked back up at the window and said, "Huh. Sounds charming." He then started walking down the hall while looking up at the stained glass windows, Twilight and Applejack following.

While walking, Applejack said, "He sure ain't. He done got this freaky chaos magic that can make ponies not act like themselves. Ah should know; he turned me into a liar until Twilight broke his spell!"

Sonic looked back at her and Twilight and asked, "Why would he do that?"

Twilight said, "To him, I think it was all a game. I mean, I don't if he was 'bad' exactly, but he certainly loved his chaos too much. Then again, I guess that's why he's the Spirit of Disharmony."

Sonic nodded, "Hm." Looking forward, he said, "Sounds like somebody I know. Although compared to him, this Discord guy doesn't sound too bad. I don't know since I've never met the guy personally like you have, but I'm pretty sure Eggman's got him beat in the 'evil' category."

Twilight asked, "Eggman?"

Sonic replied, "Dr. Eggman. Mad scientist, wannabe world conqueror, has no regard for the environment or anyone he hurts as long as he gets what he wants."

Applejack chuckled, "'Eggman' sounds like a silly name for the kind o' guy yer describin', Sugar-hog."

Sonic shrugged, "It was meant to be a joke; I think his name is actually Robotnik, since his grandfather had that name, but even he refers to himself as Eggman."

Twilight tilted her head to the side as she spoke, "Hm. Interesting." She looked back up at the stained glass windows and said, "Look, there's the window of us with the Elements of Harmony." Sonic and Applejack looked up at the window and all three of them came to a stop in front of it.

Looking further down the hall, Applejack spoke, "And there's the one o' us sealing Discord back into stone. That settles it, then! We must be at Canterlot Castle!"

Sonic turned around and looked at the windows on the other side of the hall. He started walking back the way they came as he said, "I don't think so, Applejack. I'm pretty sure I don't have a spot on the castle windows." Both Twilight and Applejack looked back at him, seeing him standing a ways back and looking at one of the stained glass windows. They walked over to him and looked up at the window. It looked similar to the mural in the Hidden Palace, as it depicted Super Sonic battling Dr. Eggman for the Master Emerald.

Twilight spoke, "You're right, Sonic. I thought it was kind of odd that some of the windows that were supposed to be on this side of the hall were on the other side, but this confirms it. I know I've never seen this window before."

Applejack, "Huh, Ah guess you're right, Twilight. Are there any more?" They started walking down the hall again, now looking at the windows on the left side of the corridor. These windows depicted some of the events in Sonic's world. There were windows of Super Sonic battling Perfect Chaos, Super Sonic and Super Shadow using Chaos Control to stop Space Colony ARK, Team Dark, Team Rose, and Team Chaotix cheering on Team Sonic as they battled Metal Sonic, Super Shadow fighting Devil Doom, and many more.

When they reached the last window, which depicted Sonic and the Wisps giving Eggman a taste of the rainbow with the Final Color Blaster, Applejack asked, "Say Sonic, how come right now you're true blue, but some of these windows show ya bein', well, yellow?"

Before Sonic could respond, a voice the hedgehog recognized boomed through the corridor, "Enjoying your trip down memory lane, Sonic?" The blue hedgehog, along with Twilight and Applejack, turned to look at the end of the corridor. There they saw a white light shining out of a door they didn't see before, which was where they had heard the voice from.

"Dr. Eggman?!" Sonic exclaimed, both Twilight and Applejack's eyes widening a bit at what he said.

Another voice was heard, this one sounding familiar to the unicorn and earth pony, "I suggest you enjoy looking at your final moments as well, my little ponies. It will be the last thing you'll get to see before I close your eyes forever!"

Twilight gasped, "Princess Luna?!"

Applejack asked, "What the hay's goin' on here?" Suddenly, the all heard a rumbling and saw something begin to creep in front of the white light coming from beyond the door. "Hey, the door's closing!" Applejack exclaimed.

Sonic leapt back between her and Twilight and wrapped his arms around both of their midsections. Before either of them could ask, he said, "Hang onto your hat, AJ!" He then shot towards the door while carrying them both.

Rainbow Dash appeared at the opposite end of the corridor just in time to see Sonic disappear through the door with Twilight and Applejack. "What the…?! Hey, wait up, guys!" she exclaimed before flying towards the door as fast as she could. Unfortunately, the door closed completely before she could reach it and the cyan pegasus crashed head first into it, sticking to it before sliding down onto the rug a moment later.

* * *

><p>Sonic emerged from a portal, still holding Twilight and Applejack as his feet touched stone ground. He immediately released the two mares and Applejack walked in front of him and said, "Land sakes, Sonic! Ah sure didn't expect that, but it was pretty fun, actually! Looks like Twilight wasn't lying when she said you were a speedy little critter!"<p>

Sonic grinned, "Heh, thanks, Applejack. I would've given you more of a warning beforehand, but I didn't how long that door would be open. At least you didn't lose your hat." He then looked around and asked, "So, where are we now?"

Twilight had been looking up at the full moon in the night sky above while the two of them were talking. At Sonic's question, she lowered her gaze to look forward, looking at a large pedestal a short distance in front of them with five protrusions extending from the top. She spoke, "I know where we are." She turned back to Sonic and Applejack and said, "We're in the Ancient Castle of the Royal Pony Sisters!"

Sonic glanced around and asked, "Castle of the Royal Pony Sisters?"

Applejack explained, "It's the remains of an old castle in the Everfree Forest. Ah guess Princess Celestia and Princess Luna lived here before Luna became Nightmare Moon. Why else would it have that name?"

Sonic nodded, "Ah. Yeah, that makes sense."

Twilight then looked back up at the night sky and asked, "But why is everything still in color here? I'm pretty sure even the Everfree Forest was affected."

Sonic suggested, "Maybe that gate we went through sent us back to a specific point in time. That might be why all the places we've been to so far have had color."

Twilight looked over at the doors that led to the chamber and noticed the portal they had come through was right in front of them. She then said, "You may be right, Sonic." She then looked down and murmured, "That seems to fit in with this idea I've been working on, but I need a little more evidence to prove it…"

She was snapped out of her thoughts when Sonic spoke, "So, if that is the case, can either of you tell me just how far back in time we've gone?"

Applejack walked up to the pedestal in the center of the chamber and looked up at it. She then looked back at him and said, "Can't be too far back. Those stones that used to be the Elements of Harmony ain't here."

Twilight nodded and then held a hoof to her chin as she said, "But I wonder why we heard Princess Luna back there. Why was she talking like that? Where is she? And why would she be with this Dr. Eggman?"

Sonic glanced back over his shoulder as he heard a slight whooshing sound and saw that the portal had vanished. He then looked back at Twilight and said, "Well, looks like we'll have plenty of time to answer those questions now. Where do you think we should start looking?"

Applejack called to them, "How about there?" They both looked in her direction and saw her pointing out one of the castle's windows. They hurried over to her and stood at her sides, all of them looking out the window. It gave them a clear view of one of the castle's battlements, one that both ponies recognized.

Twilight looked at Applejack and asked, "Isn't that…?"

Applejack turned to look at her and replied, "You got it, Sugarcube. It's the same place where we faced off against Nightmare Moon." She then turned and headed for the double doors, calling, "This way, y'all!" Both Twilight and Sonic ran after her, Twilight following behind Applejack while Sonic followed behind her.

After a few minutes of running, they made it inside the battlement and started climbing the stairs leading to the chamber where Twilight and her friends used the Elements of Harmony to restore Princess Luna to normal. When they reached the chamber itself, they found that it appeared to be empty. It looked exactly as it did when the princesses and the Elements returned to Ponyville courtesy of Pinkie Pie's split-second teleportation. They all looked around, half expecting something to come leaping out at them any second, but the chamber remained still. "Darn it! Ah would've bet money we'd find something in here!" Applejack exclaimed.

Sonic walked into the chamber as he said, "Hm, I don't what to tell you, Applejack. I mean, it was a good idea and all, but it's probably not such a big deal if there's nothing at the first spot we look. I think we're all kind of guessing here right now."

Applejack followed him, as did Twilight as she spoke, "Ah suppose that's true, Sugar-hog. We ain't exactly been here since that fateful night, so Ah guess there's no tellin' how much castle we haven't seen."

They came to a stop a short distance into the chamber and turned to face each other. Twilight said, "Maybe we should do a full examination of this chamber while we're here. Just to make absolutely sure that there's no…" She was cut off by the sound of flashing lightning and they all turned to look up at the ceiling. From where they were standing, they could see lightning shooting out of a cloud that appeared to be made up of starry, purple mist. As they watched, a silhouette began to form inside the mist…

* * *

><p>"Are you sure you're okay, Rainbow Dash? From the way you were up against that door just now, I'd say that was a nasty crash," Tails said while crouching down and examining the cyan pegasus' face.<p>

"I'm fine, Tails, I swear!" Rainbow Dash exclaimed while pulling her face away from the fox's hands. She leapt to her hooves a moment later and stood up straight as if to prove her point.

Tails held up his hands and said, "Okay, I'll take your word for it." He then stood up, still eyeing the mare worriedly.

Spike, who was standing next to Scootaloo by Rainbow Dash's side, asked, "So you saw Twilight, Sonic, and Applejack go through this door just now?"

Rainbow nodded, "Yeah. I tried to follow them through, but it was already partway closed when I came in. Sonic must've been closer at the time; it's the only way he could've made it through while holding Twilight and Applejack. I don't think he would've made it without my help, otherwise!"

Scootaloo said, "Of course, Rainbow Dash! Nopony can outrun or outfly you! Sonic just got lucky this time!"

Tails scratched his head as he said, "Uh, sure, Scootaloo." He then turned to look at the door and examined the design on it. After a moment, he asked, "Hey, is that a unicorn with wings on the door?"

Rainbow, Scootaloo, and Spike all looked closely at the door. Spike soon said, "Yeah, you're right, Tails. In fact, it kind of looks like…"

* * *

><p>"Nightmare Moon?!" Twilight and Applejack exclaimed as the mist near the ceiling condensed to form the mane and tail of the black mare in question. The Mare in the Moon shot both of them and Sonic a dry look as she spread her wings, slowly descending to the ground, her hooves touching the raised platform at the back of the chamber.<p>

Nightmare Moon folded her wings and spoke, "Indeed it is I, little ponies. We meet again at last. And this time, the night will be eternal!"

Sonic, seemingly unfazed by the appearance of the black mare or what she said, spoke, "So you're Princess Luna, huh?"

Nightmare Moon simply said, "That name has no meaning to me. I am Nightmare Moon, little hedgehog, and I will be the last thing you will ever see."

Applejack leaned over to Twilight and asked, "Twilight, what are we gonna do?"

The lavender unicorn shakily replied, "I… I don't know, Applejack. Even if Rainbow Dash and the others were here, we don't have the Elements of Harmony. I don't know how she became Nightmare Moon again, but we can't bring Princess Luna back without them!"

Applejack looked back at Nightmare Moon and suggested, "Maybe she didn't change back? She might not be real. It could just be…"

She was cut off when Nightmare Moon exclaimed, "Silence! You doubt that it is truly me? Then allow me to enlighten you!" She bent her head down, pointing the top of her head at the trio as a surge of magic rushed up her horn (which, almost unnoticeably, seemed to curl near the end instead of being perfectly straight) before being fired as a white beam.

Sonic quickly grabbed both Twilight and Applejack and dove to the side, dodging the beam and rolling behind one of the pillars. Nightmare Moon spoke, "That will not help you, fool. You will either come out yourself or I will force you out!" She charged up another beam and fired it upwards, the beam causing an explosion as a crack formed in the ceiling and bits of it began to rain down into the chamber.

None of the falling pieces came close to landing near the pillar the three of them were crouching behind, but Nightmare Moon's display was worrisome nonetheless. "Well, Ah'm convinced. What are we gonna do, y'all?!" Applejack asked.

Sonic held a hand to his chin as he said, "Well, it's pretty clear she's not going to let us go, so even if we could get back to Ponyville, she'd just follow us. So there's only one way out of this." He lowered his hand and looked at the two mares with a determined stare, "We're going to have to fight her."

Twilight almost shouted, "We can't fight Nightmare Moon! Can you imagine how much magic it must've taken to return from the Moon when she was freed?!"

Sonic crossed his arms as he said, "Well, traveling to Earth from the Moon isn't as easy as walking down the street, I know that. Still, what does that have to do with anything?"

Twilight sputtered, "Everything! She captured Princess Celestia when she broke free! She used magic that I've still never read about! And she broke those stones we found with a single stomp! We only stopped her last time because we had the Elements; we stand no chance without them!"

Sonic replied, "A minute ago, you said the only way to turn her back to Luna was to use the Elements of Harmony. You didn't say anything about beating her. I'm not denying that she's got some serious magic at her disposal, but that doesn't matter. I've faced way worse stuff in the past and I've always found a way to come out on top. Even if we can't turn her back, there has to be a way we can beat her!"

Applejack looked at Twilight and said, "Ah think he's got a point, Sugarcube. Ah know this ain't an ideal situation, but we don't have a lot of choice in the matter. If we don't try to stop her, there's no tellin' what she'll do to us! We're gonna have to take the chance!"

Twilight looked down and murmured, "But… what about Luna?"

Nightmare Moon fired another beam, breaking off more of the ceiling, causing everyone to flinch at the explosion. After the rain of stone died down, Sonic placed a hand on Twilight's shoulder and said, "If she really is your friend and she can see what she's doing right now, she probably feels horrible about not being able to control herself. She'll forgive you for fighting her as long as it's to help her regain control. And I want to help her just as much as you do, Twilight. But we can't do anything as long as she's bringing the ceiling down on our heads. We don't have to seriously hurt her; we just have to subdue her. Now, aside from these beams she's shooting, what else can she do?"

Twilight held a hoof to her chin as she thought about what little she about Nightmare Moon and, by extension, Princess Luna's magic. She soon spoke, "Well, she can transform into other things, like that cloud of mist earlier. When she's like that, she can take on the form of illusions, manipulate objects, and teleport. She can also manipulate the weather to summon clouds or lightning, and she can bring inanimate objects to life."

Applejack looked at Sonic and asked, "Is any o' this helpin', Sugar-hog?"

Sonic nodded, "It is, actually. I've got a better idea of how to approach something dangerous when I have an idea of what to expect." He then turned his head to the side and said, "Before we try anything, though, let's see if I can get her to move."

Nightmare Moon began to charge up another beam, but she stopped when Sonic leapt out from behind the pillar. She watched as he began to stretch, soon realizing he was planning to charge her. "You're kidding. You're kidding, right?" she dryly asked.

Sonic got back into a running stance and said, "Dead serious, 'Moonie'!" He then started running towards her, though at a much slower pace than he would normally run.

Nightmare Moon glared at him, "I don't have time for fools like you. Begone!" Suddenly, a bolt of lightning shot over her head towards Sonic, but the hedgehog simply performed a Quick Step to the right and the bolt shot past him. Nightmare Moon growled at this and began firing more lightning bolts at him, but he continued to dodge them as he veered towards the wall on his right.

He began to run up the side of the wall as he got closer and, after dodging another lightning bolt that narrowly missed his quills, he leapt down towards Nightmare Moon, landing at her hooves and then leaping backwards as one of her bolts struck the spot where he had been standing, just missing the black mare's hooves.

She looked down at the blackened spot on the stone and then up at Sonic and said, "You are more agile than I expected. Very well; it's time for a change in tactics!" She then spread her wings and flew up, flapping her wings to remain in place. She then flew towards Sonic while using her magic to make white spots form in the air behind her, each one firing a sphere of magic energy at him. Sonic quickly performed a back flip before the first one could hit him and, upon landing, turned a full 180 and curled up into a ball, shooting off towards the entrance to the chamber as more magic shots shot towards him.

Nightmare Moon was forced to break off her attack when Sonic got close to the entrance, the hedgehog uncurling and sliding to a stop across from Applejack and Twilight, who were still behind the pillar, while the mare made a U-turn. As the mare hovered in the middle of the chamber, Applejack called to Sonic, "Hey, uh, Sonic? Ya mind if we come out now?"

Sonic called back, "Not at all. I was actually just about to ask if you two wanted to join in." At that, both Applejack and Twilight came out from behind the pillar and moved to his side as he stood up straight.

Nightmare Moon, upon seeing them all together, asked, "So you all intend to stand against me? Even without your precious Elements of Harmony?"

Applejack said, "You'd better believe it!"

Twilight, after working up her courage, added, "Sonic's our friend, and we're not about to let him stand against you all alone! We'll bring you down together, Nightmare Moon, and we'll free Princess Luna from you!"

Nightmare grunted under her breath, "Ugh, her and her bravado again… it's still so nauseating." She then looked up at the trio and yelled, "Fine, you can all stand against me if you're so foolish! I ignored you ponies last time, but not this time! This time, you're not even going to touch me!"

Applejack raised an eyebrow and looked over at Twilight, asking, "What's she talking about? She didn't ignore any o' us last time we saw her. She…"

Before she could finish, Nightmare Moon exclaimed, "Take this!" She then began firing beams that looked like lightning bolts from her horn at the parts of the ceiling that had fallen to the ground. As the beams struck the stones, they began to change. A small hole opened up on the front of the stones and hermit crab-like creatures soon poked out of the holes, each one's size varying based on the size of the rock it was a part of.

"Whoa! What's this?" Sonic asked.

"It's got to be her animation spell! She brought those stones to life!" Twilight exclaimed.

Nightmare Moon pointed her hoof at the trio and said, "Get them!" At her command, all of the stone creatures started scuttling towards them.

Applejack adjusted her hat as she said, "It's gonna take more than a bunch o' rock brains to stop us! Ain't that right, y'all?"

Sonic nodded, "You bet, Applejack! Come on, Twilight; let's clear a path to that mare!" Twilight nodded and the three of them ran towards the stone creatures.

As they got closer, the crab-like creatures extended their pincers to attack. When she saw this, Twilight came to a stop and her horn lit up as it was surrounded by her magenta aura. This same aura enveloped all of the closer creatures and caused them to freeze in place, allowing Sonic and Applejack to move in. They both did, Sonic bowling over some of the smaller creatures while Applejack gave them a taste of her strong workhorse legs. Once he was close enough, Sonic leapt up into the air and launched a Homing Attack at Nightmare Moon.

Before he could hit her, however, she suddenly turned into a cloud of mist, Sonic hitting nothing but air. He managed to land on his feet, but before he could react, Nightmare Moon suddenly rematerialized above his back and she fired a beam from her horn at him, knocking him down onto his face! Above him, Nightmare Moon laughed, "You might as well give up. I'm far more powerful than you are; like I said, you can't touch me!"

To her surprise, Sonic simply stood up, turned to look up at her, and grinned, "Is that so? Well, let me tell you something. That beam of yours just now? It really didn't hurt all that much. I think hitting the ground hurt me more than your beam did. You're not giving me the impression that your magic is all that powerful, you know. Besides, I know a guy who knows how to teleport, and I've beaten him before. Let's see what you've got, Nightmare Moon!"

While Sonic and Nightmare Moon faced off, Twilight and Applejack were faced with problems of their own. The stone creatures that Nightmare Moon had brought to life were more resilient than they first suspected, and now they were coming after them! At first they were able to hold them off, Applejack bucking them away while Twilight used her magic to throw them, but then they changed their tactics.

Twilight's magic was, unfortunately, limited to grabbing only what was in her range and only so much at one time, and the stone crabs quickly recognized this. When she grabbed two that came at her, several more rushed her after she threw the two and grabbed onto her before she could react. They grabbed onto her neck and sides, but they didn't immediately go at her with their pincers. Twilight immediately tried to shake them off, but Applejack could see that they weren't going to let go easily, so she ran towards the unicorn while calling, "Hang on, Sugarcube!"

Twilight saw her coming in the midst of her thrashing and called back, "No, wait Applejack! I can get these, don't worry about me!" But Applejack kept coming and, when she was in range, came to a stop and turned around, bucking the crab hanging onto Twilight's neck off of her. It didn't take them long to get the rest of them off.

"Hah! These things ain't no trouble fer me!" Applejack grinned.

Twilight, on the other hoof, was a little less optimistic at the moment and said, "Applejack, trouble!" Before either of them could react, they were suddenly tackled by the creatures that had been following Applejack and they fell over onto their sides.

"Hey, quit pinchin' me!" Applejack exclaimed as they began to snap at the two mares. Twilight could see more of them coming and she wasn't in the mood to find out just how hard these things could snap. So she called upon her magic and, a moment later, both she and Applejack disappeared in a flash of magenta. They reappeared away from the creatures and, after the aftereffects of the sudden teleportation wore off, they both climbed to their hooves. "Whoa! Good move, Twilight!" Applejack said.

Twilight smiled, but then she looked off to the side and noticed that the creatures were already scuttling towards them. "Darn! They sure figured that out fast!" she exclaimed.

Applejack walked up behind Twilight and put a hoof on her tail and said, "Fire up that magic o' yours, Twilight. We're done playing with them!" Twilight was confused at first, but then she remembered what happened in Canterlot and nodded, her horn being surrounded by her magenta aura once again. Applejack grabbed onto the end of her tail and began to rotate it in a circle while aiming her. As her tail spun around, Twilight released magenta-colored shots of magic energy from her horn, each shot hitting one of the stone crabs thanks to Applejack's good aim.

Farther back in the chamber, Sonic and Nightmare Moon were still focused on each other. So far, Nightmare had been trying to get on Sonic's nerves, breaking into mist just as he was about to strike and then attacking him from behind, but that only really worked the first time. Now that he knew she wasn't above doing that, he kept a closer eye on his surroundings and tried to anticipate where she would reappear. She still managed to catch him off guard with her lightning a few times, but he was keeping cool in spite of her tricks, doing his best to keep from attacking with reckless abandon.

Nightmare Moon disappeared after Sonic dove towards her in the air and floated back while he managed to hit the wall he was heading for feet first and ran up it. He then leapt off of it and launched into another Homing Attack as Nightmare Moon reappeared. Before she could disappear again, she was suddenly struck in the side by one of the creatures that had been thrown back farther than normal from Twilight's magic. The impact stunned her for a moment, giving Sonic all the time he needed to connect with his attack and slam Nightmare Moon into the wall, leaping back and landing on his feet while Nightmare Moon fell to the ground.

After recovering from the rough landing, Nightmare Moon looked up to see Sonic, Twilight, and Applejack standing in front of her, the latter two having taken care of her stone crabs. Instead of being worried at the sight of them, she simply smirked, "So you're all here, are you?"

Applejack replied, "That's right, Nightmare Moon! You couldn't split us up fer long! Now that we're back together, it's over fer you!"

Nightmare Moon continued to smirk, "Oh, I beg to differ. Let's change this up a little." Before any of them could react, she turned into mist once again and began to swirl around the trio like a tornado, causing all of them to shield their eyes. A few seconds later, they all disappeared from the chamber.

Seconds later, Sonic, Twilight, and Applejack found themselves standing on the roof of the battlement. They looked around for Nightmare Moon and found her hovering above the edge of the battlement, looking down at them. She smirked, "Still think your victory is assured?"

Applejack replied, "Well, sure! Why wouldn't it be?"

Nightmare Moon explained, "Because I have the advantage here. I'm far enough out of physical attack range and I can easily see what all of you are doing. So if you try to attack me, you'll be in for a long fall, and if you try to cast magic, I can easily prevent you from completing any spells. There's no chance you can escape me by teleporting, and sooner or later, the ground underneath you is likely to collapse due to the damage the ceiling sustained earlier."

Applejack blinked, "Oh… Ah guess ya have a point there."

Sonic said, "Okay, it's a slight setback, I'll give you that, Nightmare, but so what? You haven't won yet!"

Twilight nodded, "You're right, Sonic! We just have to work together like we've done so far!" Applejack smiled and nodded in agreement.

Nightmare Moon rolled her eyes, "Oh please… Let's see how confident you're feeling after a lightning strike!" Immediately after she said that, a bolt of lightning shot down past her towards the battlement. The trio dove aside, managing to avoid getting struck, but the strike created a new crack in the floor. Nightmare Moon grinned, "Not enough for you? How about this?!" She threw her head back and then jerked forward, releasing a white beam from her horn at Twilight! The lavender mare avoiding getting hit by the beam, but the explosion it generated threw her towards the middle of the battlement.

Sonic saw Nightmare Moon charging up another beam and made a dash for Twilight. He reached her just as Nightmare unleashed her beam and scooped her up before leaping towards Applejack, the beam creating a gaping hole in the middle of the battlement. When they landed, Applejack asked, "You okay, Twilight?"

After Sonic set her down, the unicorn replied, "Yeah, I think so, Applejack." She then looked back at the hole and said, "But I don't think we're going to have something to stand on for much longer."

Sonic spoke, "You're right. We've gotta stop Nightmare Moon!"

Applejack asked, "But how? You heard what she said; we're not exactly in a position to be attacking right now!"

Sonic rubbed his chin for a moment, thinking, but then he flinched along, as did Twilight and Applejack, when Nightmare Moon fired a beam towards the opposite side of the battlement. Seeing this, Sonic turned to Twilight and asked, "Twilight, can you create shields?"

Twilight replied, "I can create force fields. But if I were to make one big enough for all of us, I'm sure Nightmare Moon would try to break through it before letting us drop down."

Sonic asked, "What about a small one, then? Like one big enough for me?"

Applejack raised an eyebrow, "What good would that do, Sonic?" The blue hedgehog leaned over and quickly whispered his idea to the two mares, all of them ducking in the middle of it to try to avoid attracting a lightning bolt Nightmare Moon summoned. When he was finished, they all leaned back and Applejack said, "Okay, Ah get it now!"

Sonic asked, "So what do you think?"

Twilight nodded, "Let's do it!"

Sonic nodded back and then stood up, running over to the edge closest to Nightmare Moon. Hopping up on the stone slab in front of him, he called, "Hey, 'Nightingale'! Why are you being so distant? Do you like being alone that much?"

Nightmare Moon growled, "I would prefer to be alone than be with a loudmouth like you! Besides, this vantage point will provide an excellent view of your demise!"

Sonic grinned, "Oh, okay, I get it. That makes sense, considering you're not as powerful as you seem to believe you are. After all, you had to bring those stones to life to distract Twilight and Applejack before you'd face me. I bet if you came even just a little bit closer, you'd risk losing, and that simply wouldn't do."

Nightmare Moon growled and yelled, "You dare mock me?! So be it; if you want to speed up your demise, I would be happy to help you!" With that, she flew towards the battlement, coming to a stop a short distance away and hovering above it.

Sonic smiled, "I had a feeling that would work. Twilight, Applejack, let's go!" At his call, both the unicorn and the earth pony popped out from hiding behind the nearby stone slabs, having taken the chance to creep closer to him while he was distracting Nightmare Moon. Twilight channeled her magic energy into her horn, and seconds later, a force field formed around Sonic like a bubble.

Nightmare Moon laughed, "Ha! That will not help you, fool!" She then reared her head back as she began to charge another beam.

Applejack ran up behind Sonic and turned around. While raising her hind legs into the air, she called, "Oh yeah? Well, what if Ah did this?!" She then thrust her hind legs forward, both coming into contact with Sonic's force field and launching him up towards Nightmare Moon as she fired her beam at him.

When the beam struck the force field, it began to slow down before beginning to get pushed back down. At that moment, Sonic curled up and began spinning, pushing forward. The force field and the beam held for a moment before they both ran out of energy, both of them dissipating at roughly the same moment. Sonic, however, was still spinning and shot up towards Nightmare Moon, striking her before she had a chance to get away. As soon as he hit her in the chest, he uncurled and wrapped his arms around her neck, swinging himself around so that he was sitting on her back, just in front of her wings.

After recovering from the hit, Nightmare Moon began to thrash around in the air, trying to shake Sonic off. She was so focused on him that she forgot about Applejack and Twilight, who were watching the display unfold. Applejack soon looked over at Twilight and said, "Ah think it's time ta end this. Why don't ya help him out, Twilight?"

Twilight nodded, "Sure thing." She began to channel her magic energy into her horn again, concentrating it into a single source. Sonic saw what she was doing and, before she released the energy, he stood up and leapt off of Nightmare Moon's back, falling towards Applejack. The earth pony caught him on her back just as Twilight released the energy from her horn in a magenta-colored beam. The beam engulfed Nightmare Moon before she had a chance to get away, bathing her in magic energy for several seconds before the beam stopped.

Twilight's knees buckled under after the beam stopped, her breathing becoming labored due to how much energy she put into that attack. Both Sonic and Applejack came over to her, both of them relieved when she told them that she would be all right. But their relief was cut short when Applejack looked up and said, "Whoa Nelly! She's comin' in for a landin'!" Both Sonic and Twilight looked up at that and saw she was right; Nightmare Moon was falling towards them! "That beam shook up the roof enough as it is! If she crashes here, then it'll definitely give way!" the orange earth pony exclaimed.

Sonic growled, "Shoot! And we're not going to be able to catch her and slow her down in time at this rate! Maybe if we got up on the slabs…"

Twilight spoke, "Wait! I think I still have enough strength left…" Before either Sonic or Applejack could protest, her horn lit up again and soon a magenta light began to shine on her, Sonic, Applejack, and Nightmare Moon. A second later, they all vanished from the battlement, reappearing in the chamber below. Sonic, Applejack, and Twilight appeared near the entrance to the chamber while Nightmare Moon crash landed on the raised platform at the other end of the chamber.

After making sure they were all still in one piece, Twilight, Applejack, and Sonic looked across the chamber at Nightmare Moon. For a minute, she just lay there, but then her eyes opened and she stood up straight, although it took a bit of effort on her part. "Ya gotta be kiddin' me! She's still rarin' to go?" Applejack exclaimed.

Twilight said, "Maybe. It looks like she's having trouble staying upright." After saying that, she managed to straighten her own legs and get her breathing a little more under control before Applejack could comment.

Sonic shifted his legs into a pre-running position and said, "Well, let's finish this, then! As long as we can knock her out, she won't be able to bug us, and we'll be an able to keep an eye on her while we're looking for the rest of the Elements of Harmony!" Neither Applejack nor Twilight could argue with that, so they lined up along his sides and prepared to charge. At the other end of the chamber, Nightmare Moon was doing the same and, as soon as Sonic and the girls started running, she charged towards them as fast as she could! The gap between them began to close, both sides getting closer and closer…

Suddenly, a purple explosion erupted between the two sides just before they could reach each other, throwing everybody onto their backs! Sonic sat up, as did Applejack and Twilight, and placed a hand against his forehead as he shook his head. He then looked up to see Nightmare Moon surrounded by a dark purple sphere, which was being pulled upwards. Looking up, he saw a familiar monster floating in front of a vortex above them. "Hey, is that the same thing you girls saw?" he asked, directing his question at Twilight and Applejack.

Both mares looked up and their eyes widened, Twilight saying, "Yes, that's it! That's what we saw!"

Nightmare Moon, meanwhile, was struggling to escape the sphere surrounding her. As she flailed, she yelled, "What is this?! Stop! Release me at once! I command you! No! NOOOOOOOOOOO!" The monster ignored her yelling and, once she was closer to its face, disappeared with her back into the vortex it had created. The floating hole disappeared almost immediately after they went through it.

Sonic, Applejack, and Twilight all stood up, all of them still looking up at where the monster had been. "Wha… what's goin' on around here? Why'd that thing take Nightmare Moon?" Applejack asked.

"I… I don't know, Applejack. I think I have an idea of what's going on around here, but it doesn't explain what we just witnessed," Twilight said while looking over at the orange earth pony.

Sonic looked down and he noticed something shining on the raised platform where Nightmare Moon had been. "What's that?" he asked before running towards the platform.

Twilight called, "Sonic, what's the matter?" When the blue hedgehog didn't call back to her, both she and Applejack ran after him.

Sonic soon reached the platform and ran up the steps, stopping when he reached the top. He then looked down and found, at the center of the platform, a green gem and an orange apple-shaped necklace. He quickly walked over to them and snatched them both up, looking at them for a moment. Twilight and Applejack reached the foot of the stairs after a moment and Applejack called up, "Hey, what's goin' on up there, Sugar-hog?"

Sonic turned around and came back down the stairs, saying, "Check it out!" He held up the necklace as he reached the bottom step and asked, "Does this look familiar to either of you?"

Applejack gasped, "Mah Element of Honesty necklace! Ya found it!"

Sonic nodded, "Yeah. Don't know how it ended up here, though. Someone must've dropped it." He walked over to Applejack and said, "Here, let's keep it around your neck for now." He reached around behind her neck and clipped the necklace around her, taking a few steps back when he was done.

Applejack smiled down at the necklace and then looked up at Sonic and grinned, "Thanks, Sonic!"

Sonic nodded and Twilight giggled. The lavender unicorn then started, "Um, Sonic?" When the blue hedgehog looked over at her, she spoke, "I hope you don't mind me asking, but… what's that?" As she spoke, she pointed her right hoof at the gem in Sonic's left hand.

Sonic looked down at the gem and then back up at her and said, "No, I don't have a problem telling you." He held it up and explained, "This is a little something from my world: one of the seven Chaos Emeralds!"

Both Twilight and Applejack looked concerned at his words. "Chaos Emerald? That doesn't sound like a good thing," Applejack said.

Sonic raised an eyebrow, "What do you mean?"

Twilight asked, "Remember when we told you about Discord?" At Sonic's nod, she continued, "Most of his magic is actually chaos-related. When he got loose, he didn't just mess with my friends and all the other ponies of Equestria. He also pretty much turned Equestria upside-down with his magic. He made cotton candy clouds, ballet-dancing buffalos, chocolate milk rain, and a bunch of other, well, chaotic things. I think we've kind of come to associate anything chaos-related to him."

Sonic held his right hand to his chin as he said, "Well, I guess I can understand that. But not to worry; you remember that Master Emerald that Tails mentioned?" Both Twilight and Applejack nodded, so he went on, "That emerald was actually created to control the power of the Chaos Emeralds. In the ancient past, a lot of people actually tried to misuse the Chaos Emeralds' power, so the Master Emerald was made as kind of a controller to keep that from happening again."

Twilight asked, "Really?"

Sonic nodded, "Yeah. There is good chaos and bad chaos, after all. Knuckles' people actually had a prayer for the Master Emerald that would allow it to negate the Chaos Emeralds' power. Like I said, though, it was just to keep people from abusing their power for the wrong reasons. As long as the person holding the emeralds can control them and knows how to use them, nothing can go wrong. I'm sure it would never happen, but I think it would be possible for somepony to abuse the power of your Elements of Harmony if they ever fell into the wrong hooves."

Twilight glanced down at the ground as she said, "Hm. You know, I never thought about that before, but you may have a point there, Sonic."

Sonic shrugged, "Well, like I said, I'm just guessing here." He then glanced down at the Chaos Emerald as he said, "All the same, though, I think you'll agree that it's better that we have this instead of somebody else."

Applejack nodded, "Based on what you said? Definitely!"

Sonic nodded; he then glanced around and said, "Let's get out of here and get back to everybody else. They're probably worried about us."

Twilight spoke, "I agree, but how do we get back? The portal closed up, remember?"

Sonic replied, "Yeah, I remember. But maybe it reappeared after that thing showed up. If not, we should be able to use the Chaos Emerald's power to get back. So let's go check it out!" Both Applejack and Twilight nodded and they headed for the chamber entrance after Sonic tucked the Chaos Emerald into his quills.

When they got back outside, they headed for the castle entrance, where they found a dark purple wisp floating in front of the doors. "Well, this is where it was, but what's with that little light there?" Applejack wondered.

"Maybe the portal is still here, but it needs some kind of energy to open all the way?" Twilight suggested.

Sonic reached back into his quills and pulled out the green emerald, saying, "Well, I guess it's worth a shot, then." He walked up to the wisp of light and looked at it for a moment. He then pulled his arm back and thrust it forward, saying, "Chaos… Control!" At his words, the emerald began to glow brightly and, after a moment, the portal suddenly opened!

"Whoa! How'd ya do that?!" Applejack asked.

Sonic turned to her and replied, "Oh, that? That's a little something I picked up from one of my friends. Unless you're really powerful, you can't do Chaos Control without a Chaos Emerald, due to how much power it requires."

Twilight asked, "And you don't have to worry about the Chaos Emeralds running out of power?"

Sonic shook his head, "Nope! These things have unlimited power, and even if they do get drained, it's still possible for them to regain their power. I know because it's been done before. Anyway, we should get going. I'm sure Tails can explain it better than I can, anyway." Twilight and Applejack nodded and, after Sonic slipped the emerald back into his quills, they all leapt through the portal. It deposited them back in the dark corridor. When they realized this, they ran back down the corridor, heading back to where they originally entered the corridor from.

When they stepped through the doorway at the end of the corridor, they found themselves back in the pavilion in the town hall. They also found Tails, the Mayor, Spike, Rainbow Dash, and Scootaloo waiting for them. As soon as they stepped down off the raised platform, they were rushed by Tails, Spike, and Rainbow Dash, each hugging one of them in relief. They soon stepped back and Tails asked, "Are you guys okay? You were gone for a while."

Sonic replied, "We're okay, Tails, don't worry."

Applejack looked at Rainbow Dash and said, "Hey, ya got yer Element back, Rainbow! Ya managed to beat that griffin, Ah assume?"

Rainbow replied, "Of course I did! You expected me not to?" She then looked at Applejack and said, "I see you managed to get a hold of your Element as well."

Sonic spoke, "That's not all we managed to get." He reached into his quills and pulled out the green Chaos Emerald.

Tails said, "Wow! You guys found a Chaos Emerald too?" He reached into his twin namesakes and pulled out the violet Chaos Emerald to show them.

Twilight breathed, "Wow… That means we've got two Elements and two Emeralds already."

Sonic asked, "Where'd you get that, Tails?"

Spike spoke for Tails, "We got it after we defeated this robot called Metal Sonic. He was tough, but Tails did a great job taking him out!"

Sonic grinned, "Sweet!"

Rainbow asked, "What about you guys? Where'd you find the Element of Honesty and that emerald?"

Applejack replied, "Sonic found 'em after we beat Nightmare Moon at the Ancient Castle of the Royal Pony Sisters."

Rainbow's jaw dropped at that. "Nightmare Moon?! Are you serious?! How is that possible?!" she exclaimed.

Twilight spoke, "That's a good question, Rainbow. Thanks to that encounter with Nightmare Moon, I think I can give you an answer, because I think I've figured out what's going on."

Tails said, "Yeah, me too."

Applejack asked, "Why don't both o' y'all start explain' it together? That way you can work out any differences as ya go."

The Mayor agreed, "Yes, please do. If you know what's happening to Ponyville, I want to hear it as well."

Both Twilight and Tails nodded and then they looked at each other. The fox nodded at Twilight, giving her permission to go first. The unicorn nodded back and then started, "Familiar, yet very different forms…"

Tails added, "Places and enemies from both of our pasts…"

Twilight said, "There's been a split between different universes…"

Tails nodded, "Ponyville has ended up in the middle of the split…"

They both then finished, "And we're traveling through time and space!" That explanation left everyone's mouth hanging open. Sonic and the Mayor looked at each other, as did Rainbow Dash and Applejack and Scootaloo and Spike.

Sonic soon closed his mouth and, after scratching his head, asked, "How did this happen?"

Twilight said, "I think it has something to do with that thing that took Princess Luna." She shook her head, "I mean Nightmare Moon. …You know what I mean."

Tails giggled and then said, "And I'm sure it's the same thing that took all of our friends, too." Twilight nodded in response.

Before anybody else could say anything, the ground started to shake and they all heard a loud sound outside. They all rushed over to the pavilion windows and peered out, Sonic, Tails, Twilight, and Spike looking out one window while Rainbow Dash, Applejack, Scootaloo, and the Mayor looked out through the one next to it. "There it is!" Tails exclaimed upon seeing the monster flying around outside. After flying around the town hall once, a vortex appeared in the sky and it disappeared through it.

"Where'd it go?" Scootaloo asked.

Tails said, "With the way that thing can go wherever it wants, there's no telling where it went."

Sonic turned and addressed everybody, "Well, one thing's for sure. We need to find that thing, and fast!" Everyone nodded in agreement; Sonic then turned to Tails and asked, "Tails, is your radar still working?"

The fox nodded, "Yeah!"

Sonic said, "Then fire it up. We've got friends to find and save, and that includes Princess Luna!"

* * *

><p>I am REALLY sorry about the long wait for this chapter. It's no excuse, but I kept getting slapped in the face while I was trying to write this, particularly by school and a brief cold. I would've had this up sooner, but... you know, the whole server thing... I hope this chapter makes up somewhat for the long wait. Summer break will be starting in a few weeks, so I should hopefully have fewer heavy things on my mind for at least a few weeks.<p>

Anyway...

Like it's mentioned in the story, the Boss Gate looks like the corridor in Canterlot Castle rather than the Boss Gate in the actual game.

Sonic claiming to not know for a fact that Eggman's real name is Robotnik is a reference to Eggman's Sonic Channel profile, which doesn't give his full name. And I do call him "Robotnik" at times, in case you were wondering.

Sonic's comment about traveling to Earth from the Moon is a reference to "The Moon Zone" from "Sonic Advance".

The crab-like creatures that Nightmare Moon brings to life were inspired by the Gen. V Pokémon, Dwebble.

Applejack using Twilight like a gatling gun was inspired by Pinkie Pie doing the same thing in one of the previews for the season 2 finale, "A Canterlot Wedding".

Let's see, anything else? Uh... nothing comes to mind. Let me know if you have any questions and I'll try to get back on track soon.

Now I've been thinking about what other levels I want to appear in this story. At the moment, I'm not sure what level I want to represent "Sonic Adventure". I've narrowed it down to three choices, but I can't decide. Here's what I've been thinking:

*Windy Valley (Tank the Tortoise could make an appearance here, flying alongside everybody)

*Lost World (Knuckles could come back to help out in a temple excursion worthy of Daring Do)

*Twinkle Park (something a little more lighthearted after the gritty Metropolis Zone and freezing Ice Cap Zone, and those fun house mirrors may not be as innocent as they look...)

Well anyway, that's what I've been thinking. I'll see you all later.

Music:

The Corridor - www. youtube. com watch?v=4FLFnaV_Q6k

Ancient Castle of the Royal Pony Sisters - www. youtube. com watch?v=09I3eB7-kKY&feature=related

Nightmare Moon Appears - www. youtube. com watch?v=snwaAN6BkkU

Nightmare Moon, Phase 1 - www. youtube. com watch?v=Qxw4PwUW_Vs&feature=channel&list=UL

Nightmare Moon, Phase 2 - www. youtube. com watch?v=dLjEZW0y6ho (Thanks to AxemKnight0 for these suggestions)

After the Battle - www. youtube. com watch?v=UZy4B5OAoUU&feature=relmfu

EDIT:

Back at the Pavilion - www. youtube. com watch?v=JJr-QfUwIfk

The Time Eater Appears Again - www. youtube. com watch?v=Ib-yduxSTDc


	7. Lost World and Windy Valley

After Tails opened up his radar and activated it, it almost immediately began to pick up a signal at the edge of Ponyville, right next to the Everfree Forest. Or rather, right next to where the Everfree Forest used to be. More of Ponyville had reappeared following Sonic, Twilight, and Applejack's encounter with Nightmare Moon, possibly due to the sudden appearance of the creature, but some parts of the town were still missing.

One thing they did notice when they stepped out of the town hall, however, was that more color seemed to have come back to the parts of the town that had already been there. Quite a few buildings now sported their proper colors, and so did the ponies that were occupying them when this whole fiasco started. The Mayor took it upon herself to go around to the buildings that had color and instruct all ponies inside to remain indoors until further notice. To anypony who asked about what was going on (and many ponies did), she would say that they were in the middle of a situation, but reassure them that it was being taken care of by a group of professionals.

The group of professionals, in question, was currently heading down a dirt path, trees flanking both sides of the path. Tails was looking down at his radar, monitoring the energy signatures while everybody else kept watch for anything out of the ordinary. Scootaloo, who was being allowed to tag along, eventually broke the silence, "So where's this portal thing anyway, huh?"

Twilight, who was bringing up the rear due to using a lot of magic earlier and was currently wearing two saddlebags, spoke, "We won't know until the signal tops out, but based on the path we're following, I'd say it's in or around Fluttershy's house."

Spike looked back at Twilight and asked, "Hey Twilight, why'd you want to stop by the library and get your saddlebags anyway? I can understand using one to carry the Elements of Harmony around in, but what do you need that book in the other bag for?"

Twilight looked back at her bags. The right bag held both Applejack and Rainbow Dash's necklaces while the bag on her left contained a brown book that she had picked off one of the library's shelves. She looked back at Spike a moment later and said, "I just wanted to have it with me in case I need it, Spike."

Rainbow Dash looked back at her with a raised eyebrow, "What are you going to need a random book for, Twilight?"

Applejack added, "Ah hope ya ain't plannin' on usin' it ta do research on wherever we're goin'. Ya can't possibly know where we're goin' before we get there."

Twilight replied, "Don't worry; I'm not going to hit the books in the middle of something like this. I might end up not needing it, but I brought it with me just in case."

Spike, Rainbow Dash, and Applejack continued to look at her oddly as they walked. "Oooookay then, Twilight. Whatever you say," Rainbow finally said.

Sonic had been listening in on the conversation behind him, but now that it was over, he looked over at Tails and watched him for a moment before turning back to the road. The two-tailed fox soon spoke, "Hey, we're almost there, guys!"

Sonic nodded, "You said it, Tails. Look!" He pointed up ahead past some trees. Tails and everypony else looked; sure enough, they were coming up on Fluttershy's cottage. Tails slipped his radar back into his tails; the group soon crossed the bridge over the stream that was currently frozen in front of the house. Sonic looked around and said, "Wow, that's a lot of birdhouses."

Rainbow Dash spoke, "Fluttershy really loves animals, Sonic. She's always taking care of birds, squirrels, her pet rabbit Angel, and a bunch of other stuff. She's kind of like a doctor to them. Oh, and she helped me pick out a pet of my own."

Sonic turned to her and asked, "Oh? What kind of pet?"

Before the cyan pegasus could answer, Tails pointed off to the side and asked, "Hey, what's that?" Everyone looked in the direction he was pointing and saw something green flying towards them.

Rainbow Dash grinned, "There he is now!" She called, "Tank! Over here!" The tortoise heard her call and flew towards her, coming to a stop in front of her.

"Whoa! Cool!" Sonic said.

"You attached a copter to a tortoise shell? Why? How does it even work?" Tails asked, looking at the contraption in question.

Rainbow looked at him and replied, "It's magic-powered. It lets him travel faster and allows him to leave my house whenever he wants. That way I don't have to carry him everywhere."

Scootaloo spoke, "You didn't mind carrying me earlier, Rainbow Dash."

The cyan mare shrugged, "Yeah, well, you don't weigh all that much, squirt. Besides, I was the one doing the racing, not you. You've still got a long way to go." Scootaloo looked a bit downtrodden at that.

Suddenly they all heard someone call, "Sonic!"

The blue hedgehog looked in the direction Tank had come from and saw a familiar figure approaching. "Knuckles!" he said. When the red echidna reached the group, Sonic asked, "What are you doing here?"

Knuckles explained, "I've been wandering around since I left that apple farm earlier, trying to find my way around here. While I was looking, I suddenly saw this flying turtle." He gestured to Tank at that.

"You mean tortoise. He's a tortoise," Rainbow Dash corrected.

Knuckles shrugged, "Whatever. I wasn't used to seeing one fly, okay? It looked so unusual that I just had to follow it."

Sonic asked, "You just got this urge to follow a flying tortoise?"

Knuckles rubbed his head as he said, "Well, it seemed a lot more appealing than listening to Amy go on and on about you. All that love and destiny stuff she talks about gets old pretty fast." He looked around and then asked, "So what's your excuse for being here?"

Tails explained, "We're still working on getting the color back to Ponyville. According to my radar, there's a portal like the one at Sweet Apple Acres around here."

Knuckles said, "I see. Can you guys handle it by yourself or do you need my help?"

Sonic replied, "Well, we won't know if we'll need your help until we actually find and see where the portal leads to, Knuckles. But…" He looked at Rainbow and the others and asked, "What do you all think? Do you mind if Knuckles wants to tag along?"

Twilight smiled, "No, he can come along if he wants!"

Applejack said, "Ah don't know, Twilight. He did take off shortly after he was brought back. How do we know he won't do that again here?"

Knuckles glared at her, "Hey, I left like that because I wanted to know where I was! If I'm not hunting for treasure or something else important, I don't like being in places where I don't know my way around! And when I'm with my friends, I don't go leaving them alone!"

Applejack got up in his face and said, "Yeah, it's probably the other way around! With a temper like this, Ah'll bet nopony else wants to be around you!"

Knuckles pushed back against her and growled, "I might have an attitude problem, but you shouldn't be lecturing me on it if you're getting angry this easily!"

Before either one of them could continue, both Tails and Twilight got up between them and pushed them away from each other, both of them saying, "STOP IT!"

Twilight looked between them as she said, "Please, this really isn't the place to be fighting! Fluttershy would be devastated if her home got destroyed!" Applejack's eyes widened at that, remembering that Fluttershy was indeed that sensitive.

Tails looked at Knuckles and spoke, "And we don't have time to be arguing like this! Everything's stable right now, but there's no guarantee that it's going to stay that way! We have to fix this problem as soon as possible!"

Knuckles rubbed his head as he said, "Uh, sorry Tails. I let my temper get the best of me."

Sonic spoke, "Hey, that's just one more reason for you to come along, Knuckles. You and Applejack can work out your differences together."

Knuckles sweat dropped at that, "Uh, yeah. That's a great idea, Sonic."

Applejack pawed at the ground as she said, "Ah guess we could give it a shot."

Rainbow spoke, "Well, come on, then! Let's find that portal!" Everybody nodded and then broke off, Sonic, Twilight, and Spike going to check inside Fluttershy's cottage while Tails, Applejack, Knuckles, Rainbow, Tank, and Scootaloo looked around outside.

Inside the small cottage, Sonic, Twilight, and Spike looked around the living room for a bit before splitting up. Spike went to check the bathroom, Twilight headed for the kitchen, and Sonic went upstairs to check the bedroom. Sonic checked in the fireplace (he couldn't help but marvel at how clean it was), the chest at the foot of the bed, and under the bed, but he didn't find anything, and he admittedly felt a little embarrassed about looking through somepony's things without them knowing.

He soon heard the sound of someone coming up the steps and looked up to see Twilight and Spike step into the bedroom. Sonic asked, "No luck?"

They both shook their heads. "I searched the whole kitchen, even looking inside all the cupboards and drawers, but I didn't find anything," Twilight said.

"Yeah, and there wasn't anything in the bathtub or the sink," Spike added.

Sonic crossed his arms and gave a thoughtful "hm". He then looked to his left and his eyes fell on the desk next to the bed. What caught his attention was the book sitting on top of it. Unlike the rest of Fluttershy's house, the book strangely had color. Sonic stood up and walked over to it, asking, "What's this?" Twilight and Spike walked over to him as he stood in front of the desk and picked up the book. He read the title, "'Hm… 'Daring Do and the Kingdom of the Diamond Dogs'?"

Twilight immediately perked up at the name, "Oh, that's right! Fluttershy took it out from the library earlier this week since Rainbow Dash really wanted her to read it!"

Sonic turned around and asked, "What's it about?"

Twilight replied, "All the Daring Do books are about incredible adventures! The series is actually what got Rainbow Dash into reading in the first place." She then asked, "Do you like to read, Sonic?"

Sonic, as he looked down at the book and started flipping through some of the pages, said, "If I'm at home and nothing's going on, yeah, I like to curl up on my couch and pop open a good book. I don't get to do it often, since I'm usually traveling around the world and stopping Dr. Eggman, but when I'm able to, I enjoy it. I like reading, even when the books literally draw me into them like I mentioned before." He suddenly stopped flipping through the pages and stared at the pages in front of him. He then grinned, "Well, what do you know?"

Spike asked, "What, what is it?" He climbed up onto Twilight's back as she began to walk over to Sonic's side and they both looked at the book. They quickly saw what he was talking about.

On the pages in front of them was the portal they had been looking for. "Wow! One of these portals is in one of the library's books! That's amazing!" Twilight said.

Sonic stuck a few fingers between the pages and closed the book. He then looked at Twilight and Spike and said, "We'd better tell the others, huh?" Both Twilight and Spike nodded and they left the bedroom, going down the stairs and heading for the back door.

While they were going back through the cottage, the others were still searching the backyard of the house for the portal. At the moment, they were regrouping to report in. Rainbow Dash went first, "Tank and I searched the area near where the Everfree Forest is supposed to be, but there was nothing there."

Knuckles said, "I didn't find anything around that side of the house, and I'm sure Applejack didn't find anything either."

The earth pony glared at him, "Hey!"

Tails pleaded, "Come on, you guys…" He then looked around and asked, "Hey, has anyone seen Scootaloo?"

Everybody looked around at that, Rainbow's eyes soon moving back towards the Everfree Forest area. She flew over to the fence around the chicken coop and placed her forehooves on top of it. She soon heard rustling inside the coop and asked, "Is that you, Squirt?"

Scootaloo poked her head out through the opening and said, "Oh! Yeah it's me, Rainbow Dash!"

The cyan pegasus raised an eyebrow, "What are you doing in the chicken coop?"

Scootaloo rubbed the side of her head with a hoof as she replied, "Well, everypony else was searching and I wanted to help out. Nopony was looking in here, so I thought…"

Rainbow said, "Right. Come here; I'll give you a boost over the fence." Scootaloo came over and Rainbow lifted her up with her hooves, setting her down on the ground outside the fence.

Scootaloo smiled up at Rainbow, but then they both heard Tails call, "Sonic, Spike, Twilight!" They both looked to see the three of them coming out of the back door of the cottage and followed everybody else over to the trio.

Applejack asked, "Y'all find anything?"

Sonic held up the book and said, "We found this."

Rainbow Dash just about squealed, "Oh wow! So Fluttershy decided to check it out after all! I loved reading that one! It was different from the rest, but it was still awesome!"

Knuckles asked, "A book? You came out to tell us you guys found a book?"

Sonic smiled, "It's what's on the inside that counts, Knuckles." With that, he opened the book to his marked place, revealing the portal.

"Whoa! That's an interesting place for it to turn up!" Tails commented.

Rainbow gasped, "Does this mean we're actually going to go inside the world of Daring Do?!"

Sonic shrugged, "Probably not. But maybe it'll take us someplace worthy of an adventurer like her."

Rainbow grinned, "That works too! Let's go!"

Scootaloo spoke up, "Hey, can I come with you guys? It would be so awesome to work with you, Rainbow Dash!"

Rainbow turned around, ready to say something, but Sonic beat her to the punch, "Sure, you can come with, Scootaloo! I don't have a problem with that!"

Rainbow turned back to him and asked, "Are you kidding?! She can't come with us!"

Sonic raised an eyebrow, "Why not?"

Rainbow said, "She's still a little girl! If she gets in trouble, she won't be able to defend herself!"

Tails spoke up, "You know, when we were fighting Metal Sonic earlier, he managed to grab Spike and tried to use him against me. It worked because I didn't want to hurt him accidentally, but he managed to get himself free. And he's a young dragon."

Rainbow protested, "That's just it! He's a dragon! He's got those claws and the ability to breathe fire! Scootaloo can't even fly!"

Tails noticed that that bit of information seemed to hurt Scootaloo and he quickly stood up for her, "Well, I agree with Sonic! I think an experience like this would be good for her! It might even help her learn how to fly!"

Rainbow looked back at Sonic, Twilight, and Spike, hoping to find someone in her corner, but Sonic had his arms crossed, indicating that he was not going to change his mind, and Twilight and Spike looked like they weren't in the mood to debate with him. Rainbow finally threw her hooves into the air and growled, "Ugh, fine!" She then turned to Scootaloo and pointed a hoof at her, saying, "But you'd better stay close by us! No wandering off to try and find your special talent or anything like that! Got it?" The orange pegasus filly gave an innocent grin and nodded her head rapidly.

Knuckles looked at Applejack and asked, "You coming too, cowgirl?"

The orange earth pony replied, "Well, o' course Ah am! Ah might be a little tired out from fightin' with Nightmare Moon, but Ah can keep goin'!"

Twilight said, "Just be sure to let us know if you need to stop along the way, Applejack. We don't want to work you to the point of exhaustion in a place we're unfamiliar with." Applejack nodded in response, so Twilight used her magic to take the Daring Do book from Sonic's hands and held it up, saying, "Then let's get going!" Rainbow Dash quickly flew through the portal in the book, Tank following behind her. They were followed by Knuckles and Applejack, and Tails followed them after picking up Scootaloo.

Sonic took Spike off of Twilight's back and looked at her, saying, "See you on the other side!" Twilight nodded and then Sonic leapt through the portal with Spike in tow. Twilight turned the book around and was about to jump through the portal herself when she remembered where she was and looked around. After a moment of thought, she went back inside Fluttershy's cottage and went into the living room, going over to the couch and standing in front of it. After taking a moment to adjust the book's angle, she leapt through the portal. As soon as she went through, the magic aura around the book disappeared and it fell onto the couch, still open to the part where Daring Do located the ancient temple she had been searching for.

* * *

><p>Twilight's hooves came into contact with soft ground and her knees buckled for a moment before she stood up straight. Looking around, she found that everybody else had made it through the portal okay and that there seemed to be tall trees all around them. "Where are we?" she asked to nopony in particular.<p>

Applejack came over and said, "Ah think we're in a jungle or somethin', Sugarcube. Doesn't look like the Everfree Forest, that's fer darn sure." She then led the lavender unicorn over to the rest of the group.

Both Sonic and Knuckles were looking around the immediate area, as if they were trying to find something. Tails walked over to them and asked, "Hey Sonic, Knuckles, doesn't this place seem kind of familiar?"

While glancing around, Sonic replied, "Hm… I think you're right, Tails. I'm getting that déjà vu feeling again."

Knuckles nodded, "Me too. I remember some kind of temple being in a jungle like this. Maybe…" He walked over to a patch of bushes and peered beyond them. He then looked back and called, "Hey! Over here!" He stepped through the bushes and everybody followed after him. As soon as they stepped out of the bushes, they saw what had grabbed his attention: an ancient temple sitting in the middle of a grass-filled clearing.

Sonic pointed up at it and said, "Okay, that's DEFINITELY familiar."

Rainbow looked at him and excitedly asked, "Are we gonna have to go in there?!"

Sonic shrugged, "Probably."

Rainbow grinned, "Sweet!" She spread her wings and flew over to Applejack. "Gimme your hat, AJ!" she said, her hooves already reaching for the earth pony's Stetson.

Applejack immediately sat down and held both of her hooves up to her hat protectively. "Forget it, Rainbow Dash! Ah ain't givin' you mah hat!" she replied.

Rainbow whined, "Come on, Applejack! If we're going to be exploring a temple, I've gotta wear a cool hat like Daring Do does! I've got to look the part!"

Applejack snorted, "Ah'm sure ya do! Besides, Daring Do wears a pith helmet, not a Stetson!"

Rainbow replied, "So? I'll take what I can get!"

Any further argument was cut off when Sonic called, "Hey ladies!" The two mares looked to see that Sonic and the others had already climbed up the stairs in front of the temple and were now standing in front of the entrance. Both Applejack and Rainbow Dash shot each other a look before they both hurried to catch up with the rest of the group.

While they were hurrying to catch up, Knuckles rubbed his right hand against his forehead as he muttered, "This was definitely a mistake…"

Twilight looked at him sympathetically and said, "Just give them a chance, Knuckles. They like to go at each other from time to time, but it's mostly for fun." Knuckles didn't get a chance to respond before Rainbow Dash landed in front of the group and Applejack reached the top of the stairs. They all then entered the temple, Twilight taking a look around at the jungle before following the others in, an oddly-shaped shadow creeping along the ground behind her.

The interior of the temple was somewhat dark, but it wasn't dark enough that nobody could see what was in front of them as they walked down the gray hallway. The hallway soon emptied out into a larger room lit by torches along the sides of the room. At the other end of the room, a small waterfall was pouring out of a stone face. Everybody stopped in the middle of the room and looked around from where they were standing. Finding nothing else of interest in the room, they soon walked over to the waterfall, which had an opening leading further into the temple behind it.

As they continued onward, it began to get darker and darker. "Shoot, Ah can't see a hoof in front o' mah face," Applejack complained as they walked.

"OW! Who bumped into me?" Spike groaned.

"Sorry, Spike, that was me!" Scootaloo said.

Before anyone else could say anything, Rainbow spoke up, "Everypony, just stop where you are!" The sound of footsteps and hoofsteps silenced at her words, the only other sound being the sound of Tank's copter spinning around, the magic aura surrounding it providing a small amount of light in the darkness. Rainbow spoke, "Good. Now look, we're not going to get anywhere quickly if we keep wandering around in the dark like this. Twilight, can you give us some light here?"

The lavender unicorn replied, "I'll try." She spread out her legs and lowered her head, focusing her magic into her horn. After a second, her magenta aura surrounded her horn, though due to them standing in a corridor, the light it projected didn't go very far past or behind the group. Twilight sighed, "I don't think I can light this hallway up anymore than this."

Sonic spoke, "You may not need to. I think I saw a torch." He walked a little ahead of the group into the darkness and began feeling along the wall. His right hand soon bumped against something and he wrapped his fingers around it. "Ah, here we go," he said. He then walked back over to the group and asked, "Does anyone have any matches?"

Spike spoke, "Come over here. I'll light it for you." Sonic walked over to the baby dragon and moved to the side, holding the torch out in front of him. Spike released a plume of green flames from his mouth at the torch and it lit up with the same colored flames. It provided them with a little more light and, after working things out, Sonic, Knuckles, Rainbow Dash, and Tank moved to the front of the group, the torch lighting their way. Twilight, along with Spike, Scootaloo, and Tails, hung back to provide some light from behind while Applejack walked between the two sources of light.

As they continued onward, Sonic looked back at Tails and the others. Both Twilight and Applejack were concentrating on what was in front of them, though he guessed they were both listening to what Tails, Scootaloo, and Spike were talking in hushed voices about (Sonic thought he could hear Scootaloo mention something about her 'crusader work' at one point). Looking forward again, he noticed Knuckles had taken the lead, walking at the farthest point that the light from the torch reached. Glancing over at Rainbow Dash, he moved over to her right side, seeing as Tank was on her left, and asked, "So what's the deal with you and Scootaloo?"

Rainbow flinched, possibly because she was trying to be adventurous and didn't expect anyone to break her concentration, and looked at him, asking, "What do you mean?"

Sonic shrugged, "Well, she seems to want to be looking to either support you or get your attention whenever the opportunity presents itself. Not to mention she seemed to take the whole 'unable to fly' comment kind of hard."

Rainbow sighed, "Okay, maybe that was a little uncalled for. But it's true, you know; Gilda dropped her over the edge of Cloudsdale during our race, and while I did manage to perform another Sonic Rainboom and beat Gilda, I still had to rescue her because she couldn't fly."

Sonic said, "That's not really what I'm asking about. What is she to you? What are you to her? You can whisper it to me if you want; I won't tell anybody."

Rainbow looked away for a moment and then looked back at him, speaking to him in a hushed tone, "Well, she kind of looks up to me as, you know, a hero. She even started a fan club once. And, when she asked, I agreed to take her under my wing. She's a cool kid and all, and I like to help her out or teach her stuff, but I still stand by what I said. She can't fly, and she's kind of lacking in other things that could be useful to us at the moment. I guess I don't see why you and Tails insisted that she come along instead of staying where it's safe."

Sonic looked forward and said, "You know, when he was younger, people, especially the ones who used to bully him, used to ask me why I hung around with Tails and why I refer to him as my little brother."

Rainbow asked, "What did you say?"

Sonic replied, "I told them, 'you don't know him'."

Rainbow raised an eyebrow, "That's all you said?"

Sonic nodded, "That's what had to be said. Sure, the fact that he was the first person to be able to keep up with me and his love of machines impressed me when I first met him, but I could tell he needed a friend. So I became the first person to accept him for who he was, and I started letting him come with me on adventures. We're still the best of friends, but nowadays, he's got something that he didn't have when we were first starting out."

Rainbow asked, "What? And what does that have to do with me and Scootaloo?"

Sonic shrugged, "I don't know."

Before Rainbow had a chance to respond, Knuckles called, "Hey, hold up!" Everybody came to a stop and looked at him as he pointed forward and said, "There's a light coming from up ahead!" He began to lead the way again, everyone following behind him.

When they reached the source of the light, they found that it led them to a pipe-shaped hallway that was mostly light brown with darker shades of brown here and there. Before they started down the hall, Sonic spoke, "Hold up, everyone."

Tails asked, "What is it, Sonic?"

Sonic replied, "I'm pretty sure there are traps in this hallway."

Twilight asked, "Traps? What kind of traps, Sonic?"

Suddenly, a stone poked out of the floor of the hallway, flames surrounding it as it reached its full height. "That kind, mostly," Sonic replied, noting the spots where the floor, wall, and ceiling appeared to contrast with the rest of the hallway. He put out his torch and said, "Stay away from those spots that look different compared to the rest of the hall. They're the ones rigged to rise up."

Rainbow Dash laughed, "Ha! No biggie! I bet I can make it to the other end before any of them even move!"

Sonic grinned back at her, "Oh yeah? Wanna see if you can get there before me?"

Rainbow returned the grin, "You're on!" She then spread her wings and flew up before flying down the hall, Sonic running underneath her.

Knuckles groaned to himself, "I should've seen this coming…"

Tails smiled, "Ah, they're just having fun, Knuckles. Someone's gotta help keep everyone's spirits up."

Applejack patted him on the back with a hoof, "Well said, darlin'! Somepony's gotta fill in for Pinkie Pie 'til we can find her!" She shot a pointed glance at Knuckles, as if challenging him to prove her wrong, and then adjusted her hat and said, "Come on, y'all! Let's catch up with them!" She then dashed into the hall, Tails flying after her and everyone else following after him.

While Rainbow Dash flew straight down the middle of the hall, where most of the moving stones couldn't reach, Sonic ran underneath her, swerving around flaming stones and leaping over the ones that were beginning to rise up. After a minute or less, they reached the other end at roughly the same time and leapt down, landing in front of the entrance to another corridor. Rainbow looked at Sonic and asked, "Did you make it out first or did I?"

Sonic shrugged, "I don't know. I wasn't paying attention." Turning his head to look up at the hallway they just came out of, he called, "Everybody okay up there?"

Applejack soon called back, "Be with ya in a minute, Sugar-hog!" She, Knuckles, Tank, and Tails emerged from the hall soon after, Scootaloo and Twilight showing up afterwards. From the look of it, they all managed to make it through without getting burned. Satisfied, Sonic and Rainbow Dash took point, leading the way through the corridor in front of them.

After a few minutes of walking, they entered another room, where they found a large, stone snake head embedded in the wall. Its mouth opened as they approached it, revealing an opening to a large, circular chamber. The group was standing on one of the stone platforms attached to the wall, being about halfway to the top of the chamber. As they looked around, Scootaloo stepped closer to Spike, and suddenly the ground beneath them moved with a noise that seemed to cut right through the silence, startling both of them.

Moments later, the room began to rumble. "W-what's happening?!" Twilight asked.

Spike looked down and said, "Uh, I think we might have triggered a trap." Sure enough, seconds later, multiple hidden doors in the walls suddenly opened up and water started pouring out of them, beginning to pool at the bottom of the chamber.

Applejack looked back to see that the opening had closed up behind them, sealing them in the room. "Anypony got any ideas? Because we can't go back now!" she said.

Sonic pointed up at one of the platforms sticking out of the wall, "There's a door up there! The switches that open it should be in this room!" He turned to Tails and Rainbow Dash and said, "Tails, Rainbow, fly up there and see if you can spot the switches and how many there are! We'll start looking down here!" The two of them nodded and flew up towards the platform with Tank while the rest of the group split up, Sonic, Knuckles, and Scootaloo heading to the left along the platform while Twilight, Spike (now riding on Twilight's back), and Applejack went to the right.

The three flyers saw the door Sonic was talking about as soon as they reached the platform. Rainbow turned and called to everyone, "There are three switches! And one of them is over there!" She pointed in the direction Sonic, Knuckles, and Scootaloo were heading, the three of them heading for the spot she pointed towards.

Knuckles reached the switch first, thanks to his fists, and pressed down on it. The corresponding switch lit up above the door, but almost immediately the water began to flow faster, the water below approaching the quarter point. "The water's coming in faster now! Are we really supposed to press these switches?!" Scootaloo asked.

Tails called, "Don't worry, Scootaloo! It's probably a defense mechanism designed to keep intruders from getting deeper inside the temple! Once all the switches are pressed, the water should stop!" He turned and noticed that Twilight was having trouble getting to the higher parts of the room. To get to the upper levels from where she and Applejack were, as well as one of the switches, they needed to jump on top of the pillars that extended up from the middle of the chamber. The orange earth pony seemed to be doing okay, but Twilight was having trouble making the jumps, so she had given Spike to Applejack and was now trying to catch up with her. Tails spun his namesakes around and flew down, calling, "Hang on, Twilight! I'm coming to help!" When he reached her, he picked her up and flew up after Applejack and Spike.

Working together, the group managed to press the last two switches before the chamber completely flooded, the water stopping and the door opening after the last switch was pressed. Tails flew Twilight, Applejack, and Spike up to the door while Knuckles climbed up and glided over to it and Sonic carried Scootaloo as he leapt from one pillar to the next. They then hurried through the door, which had strangely begun to spew fog after opening. The fog was so thick that they didn't realize that there was another portal in their path…

* * *

><p>Sonic and the others made a hard landing after going through the portal, none of them prepared for the sudden change in their surroundings. Sonic pushed himself up first and asked, "Is everybody okay?" Everybody sounded off in response.<p>

Spike looked around, seeing grass, dirt, small windmills, and bits of land being held up in the air by propellers. "Where are we now?" he wondered.

Tails said, "I think this is Windy Valley. But how'd we…?" He looked back over his shoulder at a small hill, seeing the portal they had come through floating above it. He stood up and spun his tails around, flying up to it, but it suddenly closed as he reached its level. He then noticed something sticking out of the ground behind where it had been and flew over to it, asking, "What's this?"

Sonic and the others quickly got up and followed the fox up, finding him examining what appeared to be three large discs embedded in the ground. "What'cha got there, Tails?" Sonic asked.

Tails, while looking the strange objects over, replied, "I'm not sure. It looks ancient, but I think it's some kind of advanced technology."

Sonic looked down at his side to see Twilight and Applejack trying to pull themselves the rest of the way up the hill and gave them each a hand for support. They nodded to him once they were all the way up and Twilight walked over to Tails, asking, "Advanced technology? How can you tell?"

Tails said, "Well, I've already found this panel on the side here, and look what you can see when I open it." The fox slid the panel up and Twilight saw that the inside of the disc was indeed crammed full of machinery. Tails continued, "These look like they've been here for a long time, but this is some really advanced stuff, kind of like the Black Arms' air saucers. They might even still work."

Rainbow Dash spoke, "We don't have time for you to get all technical, Tails! Get out the Warp Ring and send us back to that temple! We've gotta find our friends!"

Tails said, "I know, Rainbow Dash, but we can't overuse the Warp Ring. If we use it too frequently, it could burn out on us when we need it. We should…" He stopped in midsentence as he noticed something and everybody followed his gaze to see that a fog was beginning to roll in.

"Dude, where's that fog coming from?" Sonic asked.

"Why is there fog here in the first place? I thought this place was too windy for that!" Knuckles added.

"Wait… this is kind of familiar," Rainbow said as the fog floated around the hill they were standing on.

"What do ya mean, Rainbow?" Applejack asked.

The rainbow-maned pegasus turned to her and asked, "Remember when we went to get the Elements of Harmony from the old castle? There was a fog like this when we reached the bridge in front of it."

Suddenly, a silky voice spoke from within the fog, "You remembered, Rainbow Dash; how sweet of you. So surely you remember us as well." Everybody looked to the side to see three pegasus ponies in dark uniforms fly out of the fog, hovering a short distance away.

"The Shadowbolts!" Rainbow exclaimed. The three pegasi looked very similar to the ones that Nightmare Moon had appeared as, but each of these Shadowbolts had noticeable differences about them. The apparent leader of the Shadowbolts had a tooth that slightly poked out of her mouth; the Shadowbolt to her right appeared to have bat wings instead of regular pegasus wings and the Shadowbolt on the left had light blue feathery wings.

"Shadowbolts?" Sonic asked.

Before Twilight could say anything, Rainbow replied, "Supposedly, they're the best fliers in the Everfree Forest. When I was fixing the bridge so everypony else could reach the old castle, they appeared out of the fog when I mentioned that I wanted to join the Wonderbolts and tried to get me to abandon my friends!"

Tails looked at the Shadowbolts and noticed they didn't even flinch at the accusation. "Well, what are they doing here? We're nowhere near the Everfree Forest and we're kind of all together," he commented.

The lead Shadowbolt spoke, "How right you are, young fox. To be perfectly honest, we've been waiting for all of you. We have a proposal for you, for we are curious."

Sonic crossed his arms, "What kind of proposal?"

The lead Shadowbolt replied, "We challenge all of you to a race through this valley. To make it more interesting, it will be a tag team race where anything goes."

Rainbow grinned, "Sounds simple enough to me!"

Twilight spoke, "I don't know about this, Rainbow Dash. Something doesn't seem right here…"

The Shadowbolt leader asked, "What's there to worry about? If you win, you all get to go back to where you were. If you lose, you'll have to get back there on your own. It's that simple."

Applejack asked, "You sure about that? Ya ain't gonna go back on yer word if we win?" When the lead Shadowbolt replied that she wouldn't, the orange earth pony said, "All right, Ah'm in."

Knuckles spoke up, "Hold on! I'd just like to point out that, since we've got Rainbow Dash's tortoise with us, we have an odd number here! If we're going to be doing a tag team race, somebody's going to have to stay behind!"

Tails held a hand up to his chin and said, "Hm, you're right, Knuckles. And now that you mention it, chances would be kind of in our favor, seeing as there would be four tag teams to three Shadowbolts."

Sonic held up his hands, "Now hold on, everybody. I think we can work this out quickly and easily. I just need to know something." He looked at the leader of the Shadowbolts and asked, "When you say 'anything goes', do you really mean that?" The leader nodded, so Sonic continued, "So, say someone who was sitting this race out suddenly wanted to be a part of it; they could join in, right?"

The Shadowbolt leader made a gesture like she was rolling her eyes, but she said, "If they actually thought they had a chance of catching up, sure, whatever. Have you got any more pointless questions or can we get to the race?"

Sonic replied, "I'm good. Just give us a minute or two to work this out."

**A few minutes later…**

Sonic, Knuckles, Rainbow Dash, Tank, Applejack, Spike, and the Shadowbolts faced forward, looking at the ground track that the non-flyers would be taking through Windy Valley. Sonic was paired up with Knuckles, Rainbow Dash obviously had Tank, and Applejack had chosen Spike as her partner ("all he has to do is hold on tight," she had said). Tails, Twilight, and Scootaloo (who looked sad) were all still standing on the hill, watching as the racers got warmed up.

Once they were all ready, the Shadowbolts' leader spoke, "Remember, whoever makes it to the end first wins." Everybody (except Tank) nodded and lowered themselves to the ground. As he crouched down, Sonic turned his head slightly to look at Tails and gave him a knowing look, the fox nodding in response. The blue hedgehog then looked forward and, along with everybody else, shot forward when the Shadowbolts' leader said "Go!" Rainbow Dash, Tank, and the Shadowbolts immediately took to the air while Sonic, Knuckles, and Applejack took off running with Spike clinging onto Applejack's back for dear life.

Tails and Twilight waved to their friends and cheered for them until everyone was out of sight. Once they were gone, they ran over to the discs and stood beside them. After looking them over for a moment, Tails said, "These look intact, but I'll need to see the whole disc to know for sure. Twilight, can you help me pull these out of the ground?"

The lavender unicorn replied, "Sure thing, Tails." Her magenta aura surrounded her horn and that same aura surrounded the three discs, Twilight's magic pulling them out of the ground a moment later. She looked over them as she set them down and noted, "Wow, these do appear to be in good shape." She then looked back at Scootaloo and noticed that the young filly was looking in the direction of the race longingly. Twilight ventured, "Uh, Scootaloo? Are you okay?"

The young pegasus glanced back over her shoulder, giving the unicorn an indignant look as she said, "No, I'm not okay, Twilight! I wanted to be Rainbow Dash's tag team partner, but she chose her pet turtle over me!"

Twilight blinked, "Oh… right. Well, like you said, Tank is her pet tortoise. She probably feels more comfortable having Tank where she can see him rather than leaving him with us."

Scootaloo looked away and sadly said, "You know that's not the reason, Twilight. She's taken me under her wing, agreed to be like a sister to me, but she still chose her pet turtle over me because he can fly. It's as simple as that."

Tails spoke, "Maybe on the surface." Scootaloo looked back at the two-tailed fox to see him giving her a look that, while appearing to be calm, was completely serious. Before she could respond, Tails asked, "Is being unable to fly really the only thing that matters, or is Rainbow Dash so close-minded that she makes you think that's all that matters?"

Scootaloo looked confused at that question. "I… what?" she asked.

Tails said, "You know, ever since I first saw Sonic running, he's always been my idol. Fast, heroic, cool… those are the qualities I saw in Sonic, and even if I couldn't be as fast as him, I wanted to be just like him."

Scootaloo asked, "So? I want to be just like Rainbow Dash. What's your point?"

Tails replied, "I'm getting to that. Anyway, during our early adventures together, Sonic was always in charge and I was his sidekick. I was happy with that, but it wasn't until later that I realized just how much I'd been depending on him. When Station Square was in danger of being destroyed by Dr. Eggman, Sonic and I had been separated, so it was up to me to stop him. That was when I realized that I couldn't rely on him forever and there are things that I can do that no one else can. Understanding this and being myself helped me find the courage to stand up to Dr. Eggman myself, and in the end I realized that I could still aspire to be like Sonic, but I could also be a hero in my own right."

Twilight said, "That's a great story, Tails. Is that why you're… you know, who you are today?"

Tails nodded, "Absolutely. Sonic helped raise me and showed me all sorts of things, but until that time, I never realized that, if I just tried to be like Sonic, I would never be able to find out who I really am. I have to be the best I can be, and that means pursuing what I like to do, not just what Sonic likes to do." He then looked at Scootaloo and said, "That's what you need to do, Scootaloo. If you want to change Rainbow Dash's view of you, you need to show her you're not just another one of her fans. You've got to show her that, while there are things where you two are alike, there are things that you can do better than her."

Scootaloo asked, "But how? How can I do that?"

Tails gestured to the discs on the ground as he said, "Well, here's a good place to start. You may not have noticed that look earlier, but Sonic is taking Twilight's suspicions about this race seriously, and he wants someone to be ready with a 'Plan B' in case he or the others can't handle things. Maybe you can help me and Twilight figure these things out. Have you ever ridden or made anything of your own?"

Scootaloo thought for a moment before saying, "Well, I have a scooter of my own… And I once helped put a parade float together."

Tails smiled, "Perfect! Come over here; any help you can provide, I would really appreciate it." Scootaloo finally found her smile and ran over to Tails and Twilight, eager to help.

**Soon…**

Applejack scraped her hooves across the ground, coming to a stop just in front of a gate where the path seemed to end. The orange earth pony looked around, but aside from the leaves seeming to blow in an unusual manner past the gate, there was nothing to indicate where she was supposed to go. Looking up, she saw that Rainbow Dash, Tank, and the Shadowbolts had already flown on ahead. She growled, "Well, this is just great! Now what are we supposed ta do?"

Spike suggested, "Um, maybe those swirling leaves mean something?"

Applejack looked back at him and asked, "Like what, Spike?"

The baby dragon shrugged, "I don't know, look at them! Why would they…" Looking back over his shoulder, he saw Sonic and Knuckles approaching and called, "Hey guys!"

Applejack quickly got in their way and called, "Hold up, y'all! There's nowhere ta go beyond here!"

As they got closer, Knuckles called back, "What are you talking about? Of course there is!"

Sonic added, "Just watch!" Before Applejack could object, both Sonic and Knuckles leapt over her and Spike, going through the gate and landing on the invisible path the wind was making. Applejack and Spike watched with wide eyes as they followed the invisible road. As he and Knuckles passed by, Sonic called, "The wind is making this path! Just follow the leaves and you'll be fine!"

Applejack looked back at Spike and smirked, "Guess you were right after all, darlin'." Spike gave her a satisfied look at that; she then looked forward and said, "All right, let's get back in the race!" She took a determined, yet careful, step beyond the gate and her hoof touched the invisible path. Feeling more confident now, she did as Sonic suggested and followed the swirling leaves, soon reaching the end of the path. Once she was back on solid, visible ground, she ran as fast as she could; she wasn't about to fall too far behind Sonic and Knuckles, after all!

While Sonic, Knuckles, Applejack, and Spike continued through the valley on foot, Rainbow Dash and Tank had a firm grasp on the lead, keeping a reasonable gap between them and the Shadowbolts. She had to slow down a little so Tank could keep up, but it wasn't enough that she would risk losing her lead.

A short while after the race had begun, she looked back to see that the Shadowbolts were still trying to catch her and then down to see Sonic and Knuckles hanging back while Applejack and Spike brought up the rear. She then looked forward and closed her eyes as she grinned, "Heh, just as I thought! We've got this, Tank!" Her happy reverie was cut off when the wind around her began to pick up. "Hey, who's causing all this wind? And why is the sky starting to get dark?" she wondered.

Down on the ground, the others were starting to notice the sudden weather changes as well. "Ah don't like the look of this here weather!" Applejack called over the wind.

"Sonic, you've been here before! What's going on?!" Knuckles asked.

"Let's just say I think it's time to twist and shout!" Sonic called back. Before anyone could ask what he meant, the wind suddenly really picked up and they were all swept up off the ground! Up above, both Rainbow Dash and Tank were knocked off course and were pulled through the air along with the rest of the group towards a large tornado! The leader of the Shadowbolts smirked as everyone was pulled inside, both her and her teammates seemingly unaffected by the strong winds as they fluttered in place, waiting.

On the inside of the tornado, Knuckles, Spike, and the ponies were surprised to suddenly come into contact with hard ground. Sonic, while he did land a little hard, obviously wasn't as surprised as they were. Applejack, while clamping a hoof down on her hat, raised her head and yelled, "What the hay is this?!"

Sonic called to her, "Seems like this tornado is hovering around part of the valley! We're probably in its eye right now!"

Knuckles shouted, "That's great! So how do we get out of the eye?!"

Sonic pointed up and said, "We have to go straight up! There's less chance we'll be pulled back in that way! Come on!" Once everybody was standing up again and Spike was on Applejack's back, they all followed Sonic as he began to lead them up towards the top of the tornado. Luckily, the tornado had picked up some springs as well, so they made use of these to climb further up.

When they reached the end of the path, they found one final spring waiting for them. Upon seeing it, Sonic said, "There! We should be close enough to the top for that spring to get us out!"

Rainbow Dash started flying up at that, saying, "Okay! You guys do that; I'll fly on ahead and make sure there's nothing waiting for us!" Before she could reach the top of the tornado, however, the Shadowbolts suddenly flew in through the side of the tornado and intercepted her, the leader headbutting her in the stomach! As Rainbow wheezed at the sudden attack, the leader flew up and brought her hooves down on top of her head, sending the cyan pegasus back down to earth. Sonic managed to catch her and, after she recovered enough, she shouted up, "Hey, what's the big idea?!"

The Shadowbolts' leader shot her a smirk, "What are you talking about? I didn't do anything wrong."

Applejack forced Spike off of her back and ran towards the spring, shouting, "Yeah, right ya didn't! Ya ain't allowed to attack us!" She then leapt on the spring and bounced up towards the three pegasi.

Before she could even get up to their level, however, one of the two silent pegasi zoomed underneath her, causing her to look down. While she was looking down, the other flew by and punched her in the side of the face. The leader then flew down and kicked her in the back, sending her down the same way she did to Rainbow Dash. Knuckles caught her in his arms and looked down at her, asking, "Are you okay?"

Applejack looked a little winded after taking two consecutive hits, but she replied, "Ah'll be okay. Ah just can't believe they'd do somethin' like this!"

The Shadowbolts' leader called, "Have you forgotten already? The rules for this race are 'anything goes'. That means it's perfectly fine to attack the other racers." She then smirked down at Sonic as she added, "Yes, I DID mean 'anything'."

Sonic set Rainbow down as Knuckles did the same with Applejack. Rainbow then called up, "Oh yeah?! Well, don't think this means you've got us beat! There are way more of us than you; we'll be able to slip past you!"

The Shadowbolts' leader chuckled, "Oh, I doubt that, Rainbow Dash. You're the only one capable of flying here. The rest of them need to use that spring to get close enough, and your flying pet is hardly worth worrying about since, if it tries to get past us, it won't be flying for long."

Sonic noted, "You seem pretty confident."

The Shadowbolts' leader replied, "Indeed I am. After all, Rainbow Dash has no one to support her in the air and it'll be easy to knock the rest of you back down. Maybe if you had another worthy flier or a little magic or even just someone who wanted to help, you could get past… but you don't."

Suddenly, they all heard Tails exclaim, "That sounds like our cue!" Curious, the leader of the Shadowbolts looked down. And her eyes widened in shock. Tails, Twilight, and Scootaloo were coming up the tornado on the saucers they had been working on earlier! Before they could react, Tails suddenly shot up and slammed into the leader, pushing her up on his arm, while Twilight created a force field around herself as she hit one of the other Shadowbolts up and Scootaloo caught the remaining Shadowbolt on the side of her saucer. All three of them continued going up with the Shadowbolts, flying out of the tornado.

While everyone else (aside from Tank) looked up in shock, caught totally by surprise, Sonic simply grinned, "Way to go, Tails!" He then turned and ran towards the spring, calling back, "Come on, guys! Let's get out of here!" He then leapt on the spring and shot up towards the top of the tornado, everybody else following a moment later.

The spring was powerful enough to shoot everyone up out of the top of the tornado. After a several seconds of going up, they began to fall down, heading for a series of spiraling, aerial tracks. As he fell, Tails pulled up alongside Sonic. The blue hedgehog looked at the fox and held up his thumb as he said, "Awesome job, Tails! I had a feeling you guys could do it!"

Tails smiled back, "Hey, I learned from the best, didn't I? And Twilight and Scootaloo were a big help as well!" He then grabbed Sonic's arm and began to spin his tails around, saying, "Here, you can use this! I don't need it!"

Sonic grinned, "Thanks buddy!" Tails pulled him onto the saucer as the fox's tails lifted him off of it, Sonic moving his legs so he could ride it like a board. Twilight and Scootaloo, meanwhile, caught Spike and Applejack, respectively, on their saucers while Knuckles began to glide and Rainbow and Tank started to fly again.

As they began to soar over the aerial area, Twilight looked up and noticed three figures flying down towards them. "Look out, everypony! The Shadowbolts are coming back!" she exclaimed.

Knuckles growled, "If they're looking for a fight, they messed with the right echidna!"

Sonic said, "Let's spread out a little! You know, make it hard for them to stay together!" Everybody nodded and began to move apart, Knuckles gliding above Applejack and Scootaloo, Tails staying close behind Twilight and Spike, and Sonic, Rainbow Dash, and Tank moving away together.

The Shadowbolts broke apart too, their leader aiming for Sonic. Rainbow saw her coming and turned around in midair, flying up to intercept her. The cyan pegasus flew fast, but the Shadowbolt had little trouble dodging her while staying on course. Sonic looked back over his shoulder to see her coming at him and he grabbed Tank in his arm, moving to the side and letting her fly past him. The uniformed pegasus then flapped her wings as she turned around, moving up to hover in front of Sonic as she growled, "You… This was all your idea, wasn't it?"

Sonic just smiled, "Mm-hmm. What, you thought I was asking you what 'anything goes' meant for the fun of it? I try to take my friends' worries seriously, you know." The Shadowbolt growled in response and suddenly shot towards him, intending to knock him off of his saucer. Sonic simply let go of Tank, letting the tortoise's copter activate, and leapt over the tackle, keeping his balance as he landed back on his saucer.

Turning around, Sonic saw that the Shadowbolt leader had come to a stop and was now turning around to charge at him again. Sonic braced himself and, when she was right in front of him, brought his fist up in an uppercut, stopping her and knocking her back and up. It was at this point that Rainbow Dash came back around, tackling the leader from behind and pushing her down. Sonic thought to himself, "_Looks like Dash can handle her. I'd better fill in for her and check on the others._"

Not far away, one of the other Shadowbolts was flying alongside Twilight and Spike. He finally spoke, "There are no sources of energy in this valley. You used your magic to power these ridiculous contraptions, didn't you?"

Twilight nodded, "That's right. And it only required a little bit of magic to get them going at full capacity. I must admit, I was surprised my magic had any effect on them at all. Pleasantly surprised, of course."

The Shadowbolt said, "Well, here's something that's sure to be far less pleasant!" He flew closer to her saucer and stomped a hoof down on the edge of it, causing it to teeter, which in turn caused Twilight's legs to skitter as she tried to realign it. While she was doing that, the Shadowbolt brought his hoof back and punched her across the face! She would've fallen off had Spike not seen it coming, as he did everything he could to keep her from being knocked off.

Once she was properly balanced again, Spike glared at the Shadowbolt and asked, "What the hay, man?!"

The Shadowbolt replied, "What are you getting all worked up about? You were already told that anything is allowed here."

Spike growled, "Why, you…! I ought to…!"

The Shadowbolt smirked, "Oh please. You're a little limited up here, seeing as you're nowhere near a stable footing. About the only thing you could do that wouldn't upset things would be to talk, and unlike your friends, words don't hurt me."

At his words, Twilight's horn lit up and her magenta aura surrounded her left saddlebag. "Is that what you think?" she asked as the flap opened and she levitated the book inside out. She then swung it at him, saying, "Well, what do you think now?!" As she spoke, the book connected cleanly with the side of his face, jerking his head to the side and knocking him away.

The Shadowbolt grunted in pain at the sudden action and shook his head. He then glared at Twilight and growled, "Why, you little…" Before he could finish, the book came flying at him and began striking him several times, seemingly punching him. He managed to recover and moved around the book, but before he could go after Twilight and Spike, Tails flew up underneath him and punched him in the side of his face.

Sonic could see that they had things under control, so he turned his attention to Knuckles, Applejack, and Scootaloo. Applejack and Scootaloo were helping Knuckles stay up, allowing him to land on and leap off of their saucer whenever he tried to attack the third Shadowbolt. And while he was having trouble landing a hit, due to the Shadowbolt being able to fly quicker than Knuckles could glide, Sonic noticed that Applejack wasn't arguing with the echidna. "_Looks like between the temple, the race, and now this little scuffle, those two are starting to get along,_" he thought to himself.

Suddenly, he saw Scootaloo make a risky move. After Knuckles made another attack attempt and the Shadowbolt's back was turned to her and Applejack, before Applejack could move to catch Knuckles, Scootaloo leapt off the saucer, falling towards the Shadowbolt! The uniformed pegasus turned around in enough time to see her coming, however, and flew out of her reach! Scootaloo flailed her legs and was about to start screaming when Sonic suddenly flew under her and caught her with his arm, saying, "Gotcha!"

Scootaloo looked up at him and stuttered, "Oh, uh… thanks, Sonic."

The blue hedgehog replied, "No problem. That was a pretty risk stunt you just pulled." Scootaloo looked away, sure that he was going to lecture her. Instead he surprised her by asking, "You feel like giving it another try?" Scootaloo looked up at him and he smiled, "You had the right idea. That guy just caught on too quickly. So what do you say?"

Scootaloo looked up at him for a moment before nodding, "Yeah! I'm not ready to give up! I want to help too!"

Sonic grinned, "That's the spirit! Hang on!" He helped her up onto his right shoulder and then turned his saucer around, heading back for Knuckles and Applejack, who had resumed trying to hit the Shadowbolt after they saw Sonic catch Scootaloo. As they got closer, Applejack attempted to buck the Shadowbolt after Knuckles missed again, almost losing her balance when her legs met nothing but air. Taking this chance, Sonic performed a Boost with his saucer and the Shadowbolt turned to see him coming closer. He quickly flew to the hedgehog's right, but as he did, Sonic called, "Now, Scootaloo!"

The young filly leapt from his shoulder, saying, "I'm on it!" Seconds later, the Shadowbolt suddenly felt two small legs wrapping around his head, two orange hooves blocking his view. He began to flail, trying to shake Scootaloo off, but in the midst of his flailing, Applejack flew up and bucked him in the gut, knocking him away. Scootaloo let go as soon as the hit connected, landing back on the saucer while Knuckles, having landed on a nearby floating piece of land, sent him flying with an uppercut.

The red echidna was about to glide over to Applejack and Scootaloo when he noticed something out of the corner of his eye. Turning to look, he saw a portal floating above a sizable chunk of land that wasn't too far away. He turned and, while pointing with his fist, yelled as loud as he could, "HEY GUYS! THE FINISH LINE IS OVER THERE!"

Sonic looked where Knuckles was pointing and, upon seeing the portal, called, "Hey, not bad, Knuckles!" He then called to the others, "You heard the echidna, everybody! We've gotta get outta here!"

Rainbow Dash whined, "Aw, do we have to?"

Tails dodged a punch from the Shadowbolt and yelled, "Rainbow Dash, did you forget that we're supposed to be racing anyway?!"

Twilight, as she called her book back after using it to hit the Shadowbolt on the head, added, "Yeah, plus I don't know how much longer these discs can stay airborne!"

Rainbow sighed, "Ugh, fine." She then headbutted the leader of the Shadowbolts away from her and flew after the others, who were already making a beeline for the portal. Recovering from the strikes they received, the Shadowbolts regrouped and flew after the group.

Sonic landed first and hopped off of his saucer, heading for the portal. He stopped in front of it and stood to its side, waving a hand as Knuckles, Rainbow, and Tank landed first and saying, "Go, go, go!" The three of them went through the portal, followed by Twilight, Spike, and Tails with Applejack and Scootaloo following them through. Sonic looked to see the Shadowbolts heading straight for him and quickly leapt through after his friends, the portal closing immediately afterwards and the Shadowbolts flying past where it had been.

The Shadowbolts came to a stop in midair soon afterwards and they hovered in place. The leader spoke, her voice drastically changing as she did, "Oh, for goodness sake! Twice now I've had to endure this, and they're still going strong! I'm not going along with this idea anymore if it means this is what I have to put up with!"

* * *

><p>The group reappeared in a corridor back in the temple they had been exploring. Once they knew where they were, Rainbow Dash walked over to Scootaloo and said, "Uh, listen, Squirt… No, I mean, Scootaloo. You… well, you were pretty awesome back there. Not just with helping against the Shadowbolts; I'm sure you really helped Tails and Twilight out with their thing too. And I… I admit I was acting like a big jerk earlier. Do you think you can forgive me?"<p>

Scootaloo smiled up at her idol and wrapped her legs around Dash's left foreleg, saying, "Of course I do, Rainbow Dash. Just… if I ask, give me a chance to show you what I can do in the future. Please?"

Rainbow draped her right foreleg over the young filly's back, saying, "Deal."

A short distance away, Spike patted Twilight on the side of her right foreleg and, when she looked down at him, said, "That was pretty cool, Twilight, using your magic to make those things fly, and then that thing with the book… though I have to say I didn't expect you to use a book for something like that."

Twilight replied, "Well, believe it or not, Spike, doing that allowed me to use less magic than I normally would to defend myself. Not to mention it was designed to be tough enough to endure that sort of thing. Good thing it's a hardcover book, huh?" They shared a light laugh at that.

Nearby, Knuckles shook Applejack's hoof and said, "You did a good job back there, Applejack. And thanks for helping me stay up in the air."

The orange earth pony replied, "Thank you fer catchin' me back in that tornado, darlin'. Sorry 'bout what Ah said before; you're a pretty reliable guy after all."

Watching all of this were Sonic, Tails, and Tank. Tails turned to Sonic and said, "Looks like everybody worked out everything going on between them after all!"

Sonic nodded, "Yep. Guess those Shadowbolts were good for something after all."

Tails asked, "Speaking of which, didn't they seem kind of… I don't know, really strange? Like the whole point of running into us was to mess with us?"

Sonic held a hand to his chin, "I guess they were kind of fishy… Oh well, I'm sure if anything was up, we'll figure it out sooner or later." Tails just gave a sigh at that. After a few minutes, the group got back together and they began making their way down the corridor.

When they reached the end of the corridor, they found themselves in the center of the ruins, standing on a short pathway with two small ponds on the sides. Sonic pointed to the end of the path and said, "Look!" Everybody looked where he was pointing to see four familiar figures underneath the mural at the end.

"Fluttershy and Angel!" Twilight, Rainbow Dash, Applejack, and Scootaloo gasped.

"And Cream and Cheese!" Tails and Knuckles exclaimed. Everybody quickly hurried down the path and up the small steps at the end. After examining each of them, they were all relieved to see that, although Cream and Fluttershy looked scared, they were all just frozen.

After a moment, Tails looked up at the mural and asked, "Hey Sonic? Up there… isn't that…?"

Sonic looked up and nodded, "That's right, Tails. That's Chaos up there."

Twilight asked, "Who's 'Chaos'?"

Sonic replied, "He's the one the Chaos Emeralds are named after. He used to be a regular Chao, just like Cheese here," he gestured to Cream's Chao friend at this and Twilight wrote it off as something she could ask about later as he continued, "but he was turned into a water creature when he came into contact with the Master Emerald. From that point on, he became the guardian of the Chao who lived near the Master Emerald's shrine."

Spike asked, "But how did he get the name Chaos anyway?"

Tails answered, "I don't know how he got the name originally, but I do know that when Chaos went on his destructive rampage, the emeralds became known as the Chaos Emeralds since they were connected to him."

Applejack asked, "Why'd he go on a rampage? Was it because of those emeralds?"

Knuckles spoke, "In a way." Everyone turned to look at him and he explained, "In the ancient past, the leader of my people's tribe wanted to take the Chaos Emeralds and use them against his enemies. When he led his men to the shrine, his daughter, Tikal, tried to stop him, but he refused to listen to her and pushed her aside, injuring the Chao that Chaos had been protecting in the process. Chaos was angered by this and took the Chaos Emeralds himself, using their negative energy to transform into Perfect Chaos." He gestured up at the mural and continued, "He destroyed most of my tribe in his anger and would've completely destroyed the world as well had Tikal not sealed both herself and Chaos inside the Master Emerald." He closed his eyes and sighed, "As far as I know, I'm the last of my tribe, maybe even the last of the echidnas…"

Twilight looked down and murmured, "Oh Knuckles…"

Rainbow Dash asked, "So what happened to Chaos? I mean, do you guys have any idea if he ever returned to normal?" Before anyone could answer her, a bright light suddenly came from the mural, blinding everybody.

* * *

><p>When the light cleared from their vision, everybody found they were no longer standing in the temple. Instead, they were standing on a road in a destroyed city, water spilling out of some of the nearby buildings. "Huh?! What's goin' on here?!" Applejack exclaimed.<p>

Sonic said, "Hey, this is kind of like what Tikal did. She was able to show us Chaos' story by warping us to specific points in the past."

Twilight gulped, "I hope that's what's happening here, because otherwise…" Everyone looked at her when she trailed off and then looked up at where she was looking. And Applejack, Rainbow Dash, Spike, and Scootaloo all screamed in shock while Sonic, Tails, and Knuckles looked surprised.

Above them, they could see Perfect Chaos himself, the seven Chaos Emeralds rotating around the top of his head like a halo. The water creature soon let out a roar and the emeralds were sent away, the blue Chaos Emerald landing nearby. Everybody watched as the emerald clattered against the road for a second before stopping and turning gray. Looking up, they saw Tikal looking up at Chaos. She spoke, "Look! He's absorbed the Emerald's power! He must be sealed in the Master Emerald, NOW!"

A new voice spoke up, "How can that help?" Turning to look, they all saw a slightly younger Sonic looking at Tikal. The Sonic of the past continued, "It won't change how he feels inside, will it? His heart will still remain in turmoil and his anger just won't vanish! He'll just be trapped forever!"

Tikal asked, "What choice do we have?"

Past Sonic was silent for the moment, but soon they all heard Amy call, "Hey, Sonic!" They all looked to see the pink hedgehog running towards past Sonic, who had said her name. She came to a stop and held one of the gray Chaos Emeralds out to Past Sonic, saying, "Here, take this!"

Seconds later, Past Tails and Past Knuckles showed up as well. "Hey guys, what's up?" Past Sonic asked.

Past Tails spoke, "Chaos only used the negative power of the Emeralds. Sonic, you should be able to harness their real power!"

Past Knuckles said, "As much as I hate to admit it, I think Tails is right about this!"

All of a sudden, people hiding in the damaged buildings began to chant and cheer Sonic's name. Above all the cheering, Past Tails said, "Negative forces aren't the only way to empower the Chaos Emeralds. Our positive feelings toward each other can make them work. Our hearts together form awesome power." Past Sonic held all seven gray Emeralds in his arms and, after a moment, a light erupted from within his body, forcing the time traveling group to cover their eyes. When they opened them again, Spike and the ponies all looked on in shock.

Past Sonic had changed into Super Sonic, his feet hovering above the ground and a yellow aura surrounding him. After a moment, Super Sonic rose up off the ground and began to fly towards Perfect Chaos. At that point, the world faded to white around the time traveling group…

* * *

><p>When everybody's eyes opened next, they found themselves standing out in front of the old temple along with Cream, Cheese, Fluttershy, and Angel. Twilight looked around and asked, "What was that?"<p>

Tails suggested, "Maybe it was Tikal, showing us a vision of the recent past. What we saw was when Chaos turned on Dr. Eggman after he was released from the Master Emerald and had gained the power of all seven Chaos Emeralds."

Rainbow asked, "But what happened to Chaos? And what was up with Sonic at the end?"

Applejack added, "That yellow form was on those windows in that dark hallway."

Tails explained, "That was Super Sonic, the form Sonic takes when he uses the power of all seven Chaos Emeralds. With the power of the Emeralds, he was able to defeat Chaos and calmed his anger. Chaos and Tikal then returned to the Master Emerald to live in peace."

Knuckles added, "The only time we see Chaos or Tikal these days is when the world is in great danger."

Twilight sighed, "Wow… That's a lot of information to take in."

Sonic said, "Well, don't dwell on it too much right now. We still have to save both our worlds from that weird monster, right?" Everybody looked at him and nodded. Tails then brought out the Warp Ring and activated it; the group then stepped through it, taking Fluttershy, Angel, Cream, and Cheese with them.

Seconds later, they were all standing in front of Fluttershy's cottage. As they watched, the color came back to Fluttershy's home and the surrounding area, the animals being brought back as well. Twilight, Applejack, Rainbow Dash, Spike, Scootaloo, and Tank (who had set himself down on the ground) all looked at Fluttershy and Angel expectantly.

A second later, color began to creep up the body of the cream-colored pegasus as well as Angel. As soon as she was fully colored again, Fluttershy blinked and then quickly looked around before dropping down and putting her hooves on her head, shaking. Angel also looked around in shock, but he soon walked over to Fluttershy and beat his hind leg on her side. Fluttershy soon raised a hoof and looked at him; she then slowly sat up and asked, in her soft voice, "Angel…?"

Everypony exclaimed, "Fluttershy!" The shy pegasus reeled back at the sudden exclamation, but quickly calmed down when she realized it came from her friends.

"Oh girls, Spike!" Fluttershy exclaimed, launching herself at her friends, who caught her in a group hug. The pink-maned pegasus sobbed, "I was so scared! It was so dark and scary and lonely! I'm so glad to see all of you again!"

Spike and the girls patted her reassuringly, Rainbow Dash saying, "It's okay, Fluttershy. You were just having an out-of-body experience, but you're back now. You're safe."

Applejack added, "Twilight, Spike, and I all had similar experiences, so don't worry, Sugarcube. You weren't the only one."

Fluttershy began to calm down at her friends words, but she soon perked up when she heard Cream say, "Thanks for saving me, Sonic, Tails, and Knuckles. It was scary in the dark but I tried to be brave." Fluttershy looked to see Cream standing in front of the trio with her Chao friend Cheese fluttering alongside her. Sonic was giving the rabbit a thumbs up, Tails had a happy look on his face, and Knuckles nodded to her while having his hands on his hips.

Fluttershy gave a loud gasp and suddenly broke out of the group hug, knocking her friends aside as she sped towards the new animals. She skidded to a stop in front of the group, everybody looking at her as she said, "Oh my goodness! You're all… I wasn't… Oh my!" She began to examine Sonic first, "You're a hedgehog, right? I didn't know hedgehogs could be blue! Oh my, your quills look so sharp! And these red shoes… they go so nicely with your fur!" She then moved onto Tails, "Ooh, you're a fox! And you've got two tails! Are you one of those mystical foxes that I've read about?"

As the shy pegasus continued her examinations, Applejack said, "Well, Ah'll be! Ah've never seen Fluttershy this excited ta be meetin' new animals."

Twilight shrugged, "Well, she was kind of like this when she first met Spike."

Spike proudly stated, "Yeah, but I was the first baby dragon she ever met. Except for that Chao thing, she's probably seen animals like those guys before."

Fluttershy was getting to Cream as Spike finished talking, "Oh, such a cute rabbit! Such long ears and what a beautiful dress! And you!" She turned to Cheese and reared up on her hind legs, grabbing the Chao with her forelegs before saying, "I've never seen anything like you before, but…" She then gave the Chao a big hug, "You're so cuddly and cute!"

Tails spoke, "Uh, hi. You're Fluttershy, right?"

The cream-colored pegasus gasped, releasing Cheese from the hug. She asked, "You can talk too? Can all of you talk?" When everyone nodded, Fluttershy held a hoof up to the side of her head and let out a soft "Oh!" before falling onto her back, unconscious.

* * *

><p>Sorry about the long wait for this chapter. Between finals, moving out of my dorm, and just getting back from a mini vacation, I've been kind of busy. And since both Lost World and Windy Valley had a lot of storytelling potential and I couldn't stand to disappoint anyone, I had to have them both here. I hope that's okay with everybody. And be sure to point out any mistakes you see; I've been working on this for hours and I'm sure my proofreading skills have dwindled since I started.<p>

The Twinkle Park idea I originally had wasn't as good an idea. The only really noteworthy scene I had in mind involved the house of mirrors Amy went through in her version of the level. Sonic and Tails would have seen their classic selves in the mirror and the ponies and Spike would have seen their G1 counterparts instead of their normal reflection (which could have led to a joke about Twilight's mother looking similar to G1 Twilight).

Anyway, proper chapter notes.

Knuckles following Tank is meant to be a reference to the ending of the Sonic OVA/Movie. You know, that scene at the end where everybody is watching the tortoise instead of paying attention to Robotnik/Eggman.

The first part of Lost World is based off of how the temple appeared in "Sonic X" while the rest of it is based on the actual temple from "Sonic Adventure".

Windy Valley has elements of both "Sonic Adventure" and "Mario and Sonic at the London 2012 Olympic Games" in it. The saucers the characters use are based off the discs used in the latter's "Dream Discus" event.

Twilight using a book to attack is a reference to her fighting style in the fangame "My Little Pony: Fighting is Magic".

Hope I didn't hint at too much with the Shadowbolts here...

The time travel scene is obviously based off of the cutscenes that play prior to the Perfect Chaos fight in "Sonic Adventure".

I hope I got Fluttershy down correctly. I was trying to capture how she reacted to meeting Spike in the first episode here, but I may have gone a little overboard here.

Anyway, that's enough out of me. See you all later!

Music:

Fluttershy's Cottage - www. youtube. com watch?v=v2o5zKSvz_M

Outside the Temple - www. youtube. com watch?v=S1i8MEHcX0Q

Inside the Temple - www. youtube. com watch?v=5tX-Um-s2N0

Escape From the Chamber - www. youtube. com watch?v=lnLtsXu9bnI

Windy Valley/Meeting the Shadowbolts - www. youtube. com watch?v=osPK9NDSMrY

Tails' Lesson - www. youtube. com watch?v=ANYx4BSDQJE

Race Through the Valley - www. youtube. com watch?v=LPxox6aMkII

Battle in the Sky - www. youtube. com watch?v=IjPal-i4hK0

Back at the Temple - www. youtube. com watch?v=y2Z2kE6ox7s&feature=relmfu

The Past - www. youtube. com watch?v=g0IAviLe3rE&feature=relmfu

Fluttershy, Angel, Cream, and Cheese Restored! - www. youtube. com watch?v=aUJdZZK8XDM


	8. Mission Street

A blue hedgehog walking down the street with a group of ponies, a baby dragon, a rabbit, and a Chao while pulling along a two-tailed fox who was hovering above the ground while he told one of the ponies about his life… On a normal day, pretty much anypony who looked at such a scene would classify it as unusual, but with everything else that had happened today, this scene would hardly seem unusual to an outside observer.

As Sonic and his group made their way through the streets of Ponyville, ponies who had been brought back earlier peered outside their windows when they heard the sound of someone talking. Most watched the group walk by with a mix of confusion and wonder. One aquamarine pony watched them pass by with a bright grin on her face. She was soon approached by her pale cream friend, who asked, "Hey Lyra, what's gotten you so excited? I mean, you sure didn't seem this happy when the Mayor came around and told us we needed to stay indoors until this so-called 'group of professionals' sorts out whatever problem is going on right now."

Without tearing her eyes away from the window, the unicorn replied, "I know, Bon-Bon. I'm sure everypony else in Ponyville is as worried about putting our safety in the hands of some unknown group as we are. But if that's them out there, I'm feeling a lot safer already!"

Bon-Bon asked, "They're out there? Can you tell who they are?"

Lyra answered, "I can see Twilight, Applejack, Fluttershy, Rainbow Dash, and that pegasus filly that's a part of that group of crusaders or whatever. And there are these, uh, animals with them."

Bon-Bon raised an eyebrow, "Animals? What kind of animals?"

Lyra replied, "I don't know my animals as well as Fluttershy does, but… They're standing on two legs! And they've got hands!"

Bon-Bon asked, "Do they look strong?"

Lyra grinned, "Who cares how they look! They've got HANDS!"

Sonic looked up for a second, thinking he heard something before shrugging it off and looking back down at his left hand, which held Tails' radar. Back at Fluttershy's cottage, after Knuckles left saying he would take Tank back to Rainbow Dash's house for her and that he would be around town, Fluttershy and Tails had started talking after the yellow pegasus had gotten some carrots for Angel, which eventually led to her asking him about, basically, his life.

During the exchange, Sonic snagged the radar from Tails and he was now pulling the fox by his right arm as he spun his tails beneath him, hovering above the ground as he talked to Fluttershy and Sonic pulled him. Since he was focusing on helping Twilight pinpoint their destination, the hedgehog was only half paying attention to what Tails was saying.

While Sonic and Twilight focused on getting the group to their next destination, everyone else was trying to keep themselves busy as they walked. Cream and Cheese were admiring the colored houses in Ponyville, occasionally listening to what Tails was saying to Fluttershy. Applejack was also alternating between listening and looking, though in her case, she was keeping an eye out for anything unusual. Spike was relaxing on Twilight's back and Rainbow Dash was flying lazily above the group, both her and Scootaloo looking positively bored at how slowly they were moving.

As they continued through Ponyville, Applejack occasionally thought she heard something and would turn her head to the side she heard it from, scanning the area for a second before turning back to the road. Twilight eventually noticed this and turned her head away from the radar to look at the earth pony next to her, asking, "Applejack, are you okay? You've been looking off to the side for a while now."

Applejack turned to her and said, "Yeah, Ah'm all right, Sugarcube. It's just… ya ever get the feelin' that you're bein' watched by somethin' unfriendly?"

Rainbow glanced down as she flew on her back and spoke, "Come on, Applejack, there's nothing to freak out about here. Except for Knuckles, Amy, and the ponies that we brought back, there's nopony besides us in this weird, white world."

Twilight looked up at the cyan pegasus and asked, "What about Gilda?"

Rainbow waved a hoof, "I wouldn't worry about her, Twi'. Sneaking around isn't exactly her style. If she wanted revenge bad enough, she'd come right out and say it. She's not exactly the subtlest griffin you'll ever meet."

Applejack said, "Ah reckon ya have a point there, Rainbow. Still, Ah can't shake this feelin' that somepony's watchin' us."

Rainbow replied, "Unless somepony was somehow able to blend in anywhere they wanted, I think it would be kind of hard to go unnoticed, what with all the white and bits of color. Just relax, AJ; we're fine." The orange earth pony nodded, but after Rainbow returned to her lazy flying, Applejack shot a quick glance down a nearby alley as they walked by. Seeing nothing, she turned back to the road, not noticing a pair of green eyes and several pairs of blue eyes peering out of the shadows at everyone as they continued on their way.

A few minutes later, Tails took a deep breath before saying, "And that's my whole life up until about a month ago. …Did you want to hear about what I've done since then too?"

Fluttershy happily replied, "Oh yes, Tails! I mean, if you don't mind, that is."

Sonic spoke up before Tails could reply, "Excuse me for interrupting, but I think we're here."

Tails looked back over his shoulder and asked, "Huh? What…" He looked up and realized that the group was standing in front of a lone building. Noticing the radar in Sonic's hand, he rubbed the back of his head and blushed, "Oh yeah, sorry about that."

Sonic grinned, "Hey, no harm no foul, right?" He let go of Tails' arm and the fox stopped spinning his tails, setting his feet down on the ground. Sonic then handed the radar back to Tails, the fox looking at it before closing and putting it away.

Cream looked up and said, "Oh my! This is such a nice looking building! Don't you think so too, Cheese?" The Chao chirped happily in response.

Fluttershy nodded, "Oh yes, Cream. The Carousel Boutique is very pretty and flashy, just like Rarity." She then looked up at the Boutique and said, "But… it's not supposed to look like this. Why is it all white?" She then looked around and added, "Come to think of it, why is everything completely white?"

Sonic looked back at her and asked, "You were so focused on listening to Tails that you didn't even notice the whitewash job Ponyville's been given?" When she nodded, he smiled, "Wow, I'm impressed."

Fluttershy smiled back, "Really? Oh, thank you, Sonic." She then asked, "What are we doing at Rarity's home? Are we here to visit her?" She then remembered what happened prior to ending up in a dark, lonely place and gasped, "Oh no! Rarity is in trouble too, isn't she?"

Rainbow Dash landed in front of her and said, "That's right, Fluttershy. And that's why we're here; to help Rarity and bring the color back to her home."

Fluttershy asked, "How are we going to do that? Um, that is, if you don't mind me asking."

Twilight turned to look at the cream-colored pegasus and asked, "Do you remember that creature that grabbed you and everypony else?" At Fluttershy's nod, she explained, "Well, somehow, that thing has caused these portals to appear around Ponyville that are connected to locations in Sonic and Tails' world. Tails built this radar that locates these portals, which is why we came here rather than wandering around this white world looking for them. When we go through the portals, we restore the location where we find the portal, and we usually find some of our missing friends as well."

Fluttershy nodded uncertainly, "I see…"

Scootaloo spoke, "Hey, I almost forgot! I wanted to stop by my house and pick up my scooter for wherever we're going!"

Applejack looked down at her and asked, "Why do ya want yer scooter, Sugarcube?"

Scootaloo explained, "Well, just in case we come across any places where we need to be, you know, fast. I know I'm not very heavy, but if it's possible, I'd like to be able to go fast on my own."

Tails held a hand to his chin, "Hm… that's not a bad idea, Scootaloo. Your scooter isn't too heavy, is it?"

The orange pegasus filly shook her head, "No, it's not heavy at all. Well, it might be a bit hard for me to carry it around, but you guys should be able to carry it easily when I don't need it."

Tails nodded, "All right, if you'll show me where your house is, I'll take you there. I'd like to take a look at your scooter myself." He then looked over at Sonic and asked, "You guys can find the portal on your own, right?"

Sonic replied, "Sure. We already know it's in there somewhere; with all of us searching, it shouldn't take too long to find."

Tails nodded, "Okay." He then turned to Scootaloo and held out his right arm, saying, "Come on, Scootaloo. I'll give you a lift." The young filly came over to him and he picked her up, holding her in his arm. He then spun his twin namesakes around, lifting off the ground and flying away.

"Wow… He really can fly… That's so amazing…" Fluttershy breathed.

She was snapped out of her reverie when Applejack called, "Hey Fluttershy, come on!" The pink-maned pegasus turned to see Applejack, Spike, Twilight, Cream, and Cheese standing in front of the now-open door to the Carousel Boutique, Sonic and Rainbow Dash already inside.

As Fluttershy walked over to them, Cream turned to Twilight and asked, "Excuse me, Miss Twilight, but are you sure this is okay? Miss Rarity isn't going to be angry at us for going into her house when she isn't there, is she?"

Twilight replied, "You can just call me 'Twilight', Cream. And don't worry; since we're going in there to help her, I'm sure she won't mind. Just so long as we don't mess up her store or…" She paused and glanced down at her and Applejack's hooves and at Spike's feet. She then said, "Nope, doesn't look like we picked up any dirt or mud."

Applejack chuckled, "Oh yeah, she'd have a hissy fit if we tracked mud in her house."

Fluttershy gasped softly, "Oh my, that's right." She looked down at her hooves and asked, "Do my hooves look clean enough?"

Spike said, "Don't worry, Fluttershy. We didn't pass through any dirty areas on the way over here. I'm sure you would have noticed if we did. And if we're clean enough, you're definitely clean enough." Feeling more reassured at what everyone had said, Fluttershy, Cream, and Cheese followed Twilight, Spike, and Applejack through the Carousel Boutique's front door.

On the inside of the Carousel Boutique, the six of them found Sonic peering behind one of the show curtains and Rainbow Dash looking in one of the dressing rooms. "Did you guys find anything?" Twilight asked when they were done searching.

Both Sonic and Rainbow Dash shook their heads. "I'm gonna guess it's not in here," Sonic shrugged.

"Good. That means less chance o' us messin' up any o' Rarity's fancy frou-frou work," Applejack commented.

"So, um, what should we do then?" Fluttershy asked.

Twilight said, "Well, since there's no way of pinpointing where exactly the portal is located, we're going to have to search until we find it. Let's split up for now and search; we'll meet back here in, say, five minutes to discuss our findings. How does that sound?" Everyone nodded in agreement and then broke away from each other, Sonic going with Applejack to check the side rooms on the first floor while Fluttershy went with Cream and Cheese to look in the kitchen and Rainbow Dash stuck with Twilight and Spike as they went to look upstairs.

A few minutes later, Tails and Scootaloo returned, Tails carrying Scootaloo and her scooter in his arms, and they went through the front door to find Sonic, Applejack, Cream, Cheese, and Fluttershy gathering in the main showroom. "Hey guys. Did you find that portal yet?" Tails asked as he set Scootaloo down.

Applejack shook her head, "Nothin' but accessories and other fashion-y stuff in the side rooms."

Cream said, "We didn't find anything in the kitchen."

Sonic turned his head to the side and spoke, "Twilight, Spike, and Rainbow Dash haven't come down yet. They might still be looking."

A second later, Rainbow Dash came down the stairs leading to the second floor and called, "Spike found it! Come on, guys!" She then turned and ran back up the stairs, everyone scrambling after her.

As they approached Rarity's bedroom, everyone heard Spike complain, "Aw, come on, Twilight! Can't I have just one for finding it?"

Rainbow pushed the door open as Twilight answered, "Spike, I don't think Rarity would be very happy if she found out you took any of her gems. You said she told you she was mad when Sweetie Belle used some for the drawing she made, right? Believe me, I'd like to reward you for finding the portal, but the gem stash is back at the library."

Sonic spoke, "Back at the library, huh? Want to me to run over there and get it for you, Twilight?"

Before Twilight could reply, Spike said, "Yeah, do that! That would be awesome! Or, wait! You could let me lick one of your emeralds for a bit."

Twilight scolded, "Spike!"

Applejack walked past the pair over to the bedroom window, asking, "Hey, is this the portal over here?"

Spike looked over at her and said, "Yep, that's it all right. And I'm the one who found it!"

Fluttershy, Cream, and Cheese followed the orange earth pony over to the wall next to the window and peered inside of the portal with her. It showed them a night sky, paved roads, parked cars, and brightly lit buildings. Fluttershy backed away a moment later, saying, "Ooh… That place looks kind of scary…"

Cream turned to her and asked, "Are you afraid of the city, Miss Fluttershy?"

The cream-colored pegasus murmured, "Um… sort of."

Cream instantly looked worried at how nervous Fluttershy looked, seeing that she was on the verge of shivering. She turned to Twilight and asked, "Miss Twilight, I know Miss Fluttershy is one of your best friends, but if I were here to keep her company, could she stay here? She looks really scared."

Twilight held a hoof to her chin as she said, "Hm… Well, I can't blame Fluttershy for being scared. That wasn't exactly a pleasant experience, floating around outside of my body."

Applejack commented, "Hoo-wee! You said it, Sugarcube. That was a mighty creepy feelin' fer sure!" Spike looked like he agreed with both of them.

Twilight turned to Rainbow Dash and asked, "What do you think, Rainbow? I know if anypony's going to object to leaving Fluttershy behind, it's going to be you."

The cyan pegasus replied, "Well, of course I'm going to object! Leave Fluttershy alone with a bunny and… that little…"

Tails spoke up, "Chao. Cheese is a Chao."

Rainbow grunted, "…Right. Anyway, I can see Fluttershy feels more hesitant than usual, but you really want her to be in this kind of company? I'd feel more comfortable with the idea if she was with Knuckles or Amy. They can at least defend themselves if something happens."

Sonic spoke, "Don't let Cream's looks, age, and politeness fool you. Obviously, she'd rather not have to get nasty with anybody, but she will fight if necessary, especially if someone she cares about is in danger. I don't think it'll be an issue, but if something does happen, Fluttershy will be safe with Cream and Cheese!"

Cream bowed politely, "Thank you, Sonic. You can count on me." She then turned to Fluttershy and asked, "Do you like tea, Miss Fluttershy? We can talk over a nice cup of tea while we wait."

Fluttershy smiled, "I think I would like a warm cup of tea, Cream." Her smile then eased off, "Oh, but all of my tea is back at my house, and I don't want to use Rarity's without her permission."

Twilight looked over at Sonic and asked, "Sonic, can I talk to you for a second?" Curious, the blue hedgehog walked over to her and she began to whisper to him, leaving everyone else wondering what the unicorn was saying to the hedgehog. After a minute, Sonic leaned back and Twilight asked, "Did you get all that?"

Sonic replied, "Of course! Be back in a flash!" He turned and was about to go speeding out of the bedroom when he looked around. Noticing all the fancy things around the room, he stopped himself, cleared his throat, and walked out of the room. He only took off running when he stepped outside of the Carousel Boutique.

Scootaloo turned to Twilight and asked, "What was that all about?"

The lavender unicorn replied, "Sonic's just running a quick errand for me. It won't take long." Wondering what the errand was but deciding not to press, everyone settled down to wait for Sonic to get back.

After waiting for a couple of minutes, Rainbow Dash finally complained, "What's taking Sonic so long?!"

Twilight murmured, "I don't understand. He said he understood what I told him. What could…" Suddenly, they all heard the bell above the front door ringing as the door opened and closed. "Ah, that must be him now," Twilight said.

A minute later, Sonic stepped into the bedroom carrying a tray that had a teapot and several cups on it. "Tea, anyone?" he asked. The faint scent of freshly brewed tea filled the air.

"Wow! I didn't know you knew how to make tea, Sonic," Twilight commented.

"Yeah, well, I really got into making it when Tails, Chip, and I were in Chun-Nan. They've got some great tea and meat buns over there. Figured I might as well save Fluttershy and Cream some time by brewing it up myself," Sonic explained.

Fluttershy smiled, "Oh, thank you, Sonic. That was so nice of you."

Sonic returned the smile and then turned to Cream. He held out the tray to her, saying, "Here you go, Cream. Hope you like it."

Cream took the tray from his hands and smiled, "Thank you, Mr. Sonic. I'm sure it will be delicious." She then looked back at Cheese and Fluttershy and said, "Come on, Cheese, Miss Fluttershy. Let's go downstairs and sit down." Cheese chirped in response and Fluttershy nodded, both of them following the rabbit out of the bedroom.

Once they were gone, Applejack grinned, "Well, Ah'll be! That was mighty sweet o' you, Sugar-hog!"

Sonic turned to her and said, "Yeah. You know, that tea sure looked good. This Zecora must really know her stuff."

Twilight nodded, "She certainly does. I suppose learning to brew tea is one thing that can be picked up from being an herbalist for a living."

Spike suddenly asked, "Hey Sonic, did you get me any gems while you were at the library?"

Sonic replied, "Nope. Sorry, bud." Spike looked disappointed at that, but he instantly perked up when Sonic grinned, "Just kidding!" He reached into his quills and pulled out a pair of rubies. "Twilight told me where the stash was," he explained as he walked over and handed the gems to Spike, who instantly started nibbling on one of them.

Rainbow spoke, "All right, if you guys are sure she'll be fine, then I won't worry about anything happening to Fluttershy. Now that that's settled, how about we get going and find Rarity?" She gestured over at the portal and everyone nodded in agreement. Twilight used her magic to lift Spike up and placed him on her back, allowing him to finish his treat as she followed the others through the portal.

* * *

><p>Scootaloo rode on her scooter, flapping her little wings slowly so she could stay beside Sonic and friends as they walked down an empty, slightly dark city street, the moon and the stars visible in the sky above them. Applejack soon asked, "Hey Sonic, Tails, is this one o' yer world's cities? 'Cuz if it is, it sure reminds me of Manehattan, only not so fancy."<p>

Tails turned to her and said, "I'm pretty sure it's one of our cities, Applejack. I mean, I don't know what your Manehattan is like, but I'm definitely getting that more casual vibe from this place. Most of the cities we've been to, as a whole, are probably less fancy than cities in Equestria."

Twilight glanced around as Spike finished up his second ruby and spoke, "Well, this part of the city doesn't look too bad. That's good, right?"

Sonic nodded, "Sure. It's just that, during a regular day, you'd occasionally have to deal with loud noises and crowded streets and sidewalks."

Scootaloo raised an eyebrow as she looked from side to side, "Well, where is everypony, then? Are they all at home or something?"

Rainbow nodded in agreement, "She's right. It does seem like we're the only ones out right now. Is something going on?"

Tails held a hand to his chin as he said, "I don't think so. I don't think there could be a big celebration going on or anything like that. But this does feel familiar…"

Suddenly, a blue light shone out from the window of an electronics store up ahead, creating a box of light on the sidewalk. Curious, Sonic ran towards it, everyone else running after him. The blue hedgehog soon stopped in front of the store and, as everyone else got closer, they heard him groan, "Oh boy…" Everybody gathered around him and they quickly saw the reason for his groaning.

The window had a large, flat-panel TV on display, and on the corner of the TV's screen was the symbol of the Eggman Empire. And in the middle of the screen was Dr. Eggman himself, various self-righteous quotations, some written in different languages, swirling around him. Applejack started, "What the hay? Who is…?" She was cut off when the doctor started laughing, the sound coming out of the TV's speakers loud and clear.

After he finished laughing, Dr. Eggman spoke, "Citizens of Earth, lend me your ears and listen to me very carefully! My name is Dr. Eggman, the world's greatest scientist, and soon to be the world's greatest ruler! Now witness the beginning of the greatest empire of all time!" He finished his speech with another round of laughter.

Rainbow looked over at Sonic and Tails and asked, "Is this clown serious?"

Tails sighed, "Dead serious. And he's about to show everyone on Earth what he means."

Sonic turned away from the TV and added, "And we've got front row seats to see it."

Spike raised an eyebrow, "What do you mean, 'front row seats'? What's he gonna…?" Suddenly, a bright blue light lit up the sky and everyone turned to look.

"Where's that light coming from?" Twilight asked.

"Space Colony ARK. The Eclipse Cannon," Tails replied automatically. When he finished talking, the cannon fired, its blue beam shooting over the city. Everyone watched speechlessly as it went, soon reaching its intended target: the Moon. At first, only small bits of the Moon broke off due to the beam, but then they all looked on in horror as the beam blew half the moon away, exposing a molten interior. They all looked back at the TV screen, which now displayed a 24 hour time limit accompanied by Eggman's seemingly victorious laughter.

"What the… How… Why did he do that?!" Rainbow Dash exclaimed.

Sonic growled, "Other than to try and make a point, no reason."

Twilight managed to ask, "But… where did he get all that power?"

Tails answered, "From the Chaos Emeralds. He had six of them when he showed off the power of the ARK's Eclipse Cannon."

Applejack asked, "The ARK?"

Tails explained, "The world's first Bernal spherical space colony, Space Colony ARK. It was the most advanced scientific research center of its kind before it was shut down."

Twilight looked up at the night sky and murmured, "A real research center in outer space…?"

Spike spoke, bringing the lavender unicorn out of her thoughts, "Uh, are you sure it's a place for research, Tails? That cannon thing looks out of place for a… you know, a place where research is being done. Why is it there, exactly?"

Rainbow said, "I'll bet this Eggman jerk is the one who put it there!"

Tails stuttered, "N-no, that's not it at all, Rainbow Dash. You see…" He was unable to finish his sentence due to a group of military planes flying overhead, the roar of their engines making it hard for anyone to hear.

Once they had flown on, Scootaloo exclaimed, "Whoa! What were those things?"

Tails said, "Blue Eagles, G. U. N.'s main fighter jet planes. At the time, we were in hot water with the military."

Twilight asked, "Why? What happened?"

Tails explained, "Well, you see, Eggman's plan this time around started simply with him breaking into the military base on Prison Island. That was where they had hidden away one of his grandfather's greatest achievements, Project Shadow. Shadow, as it turned out, looked a lot like Sonic, so when he stole a Chaos Emerald from a bank, everyone thought that he was Sonic. It was a case of mistaken identity more than anything."

Sonic nodded, "Yep. And since we're so well-known because of what we do, of course they'd have to step things up when playing tag with us."

Rainbow said, "Geez, they both sound like jerks! Though given that this Eggman guy is a jerk, I guess I shouldn't be surprised that this Shadow guy is one too, seeing as he works for him!"

Tails spoke, "No Rainbow, that's not right either! Stop jumping to conclusions so fast!" Before the fox could attempt to explain the situation, the wail of sirens suddenly filled the air.

Spike groaned, "Now what?"

Sonic said, "That would be the police. And from the sound of that crescendo, they're going to be on top of us sooner or later."

Applejack asked, "So what are we gonna do, then? We're not just gonna sit here and let them find us, are we?"

Tails scratched his head, "Well, all of you could technically do that. Unless they saw you with Sonic and me, they wouldn't have much of a reason to arrest any of you."

Rainbow said, "Yeah, uh, we're not doing that. We're not gonna let you guys take the heat alone, especially not me."

Tails looked at Sonic and shrugged, "Maybe we can do what we did last time. What do you think, Sonic?"

Sonic, while looking further up the road, held his left hand to his chin murmured, "Hm." He noticed an intersection a short ways ahead and ran towards it, everyone following after him after a moment. Upon reaching it, Sonic saw that it branched off in three directions. The sound of the police sirens was coming from the left, and to the right, the road sloped downwards. The road directly in front of the group was flat like the one on the left. After a moment, Sonic turned to Tails and said, "Yeah, we can do what we did before. I'll get the police's attention and lead them away from you. See if you can find our friends and we'll meet up later."

Tails nodded, "Got it!" He then moved towards the road in front of the group while Sonic moved over to the right road, both of them standing on the street corner.

Scootaloo asked, "Uh, what are we supposed to do?"

Sonic turned and said, "Make a decision. You can either come with me or stick with Tails. Either way, the police are going to do everything they can to capture us and anyone with us." As the mares thought about who they wanted to go with, the wail of the sirens began to get closer. Soon enough, the red and blue flashers could be seen down the left street, moving towards the group. "Hurry up, girls. Who are you going with?" Sonic asked, somewhat impatiently. After another moment of thought, Applejack moved towards Tails and Twilight, surprisingly, walked over to Sonic.

Seconds later, several police cars came skidding to a stop near the intersection, blocking the left road off. An officer in one of the cars spoke through a megaphone, "All of you, FREEZE! Get down on the ground and surrender!"

Sonic called, "Do you really expect us to do that?"

Rainbow nodded, "Yeah, don't count on it! If it's a fight you want, then it's a fight you'll- whoa!" She was cut off in mid-sentence by someone pulling hard on her tail. Looking back, she saw her tail was in Applejack's mouth.

Through clenched teeth, the earth pony spoke, "Not the time for yer usual showboatin', Rainbow! We gotta get outta here!"

Sonic turned and ran down the street, Twilight running after him as he called, "Yeah! So consider us gone!" Tails also took off running, Applejack running after him while pulling the still-struggling Rainbow Dash behind her. Scootaloo hesitated for a moment, but then she turned and shot after Sonic, Twilight, and Spike, deciding to put her scooter to good use on the sloped road.

The police officer from before told his fellow law enforcers, "Leave the fox and the rest of them to the military's robots! Our top priority is the hedgehog!" With that, he drove off after Sonic's group, the other officers right behind him.

Scootaloo looked back to see the police cars literally following them down the street. She also noticed that Twilight was obviously having the most trouble moving fast, even with the whole downhill aid. She faced forward and called, "Twilight, can't you use your magic or something to speed up?! At this rate, they're going to catch us!"

Twilight called back, "The only thing I could really do is teleport, Scootaloo! And there's no telling where that could put us here!"

Spike glanced back and said, "Those things… They look kind of like the carts that Big Macintosh pulls around town! How are they able to go so fast?!"

Sonic called, "Well, there's a pretty big difference between a horse and a car, Spike! But in any case, I agree with Scootaloo; we need to pick up the pace!" He slowed down slightly, getting behind Twilight. He then looked at the lavender unicorn and baby dragon and said, "Spike, jump towards me! Twilight, after I've transferred him to Scootaloo's scooter, you jump forward!"

Twilight, Spike, and Scootaloo all asked, "What?!"

Sonic replied, "Just trust me! It'll be fine!" Confused, but not having a lot of other options at the moment, Spike did as Sonic said, leaping off of Twilight's back towards him. The blue hedgehog caught him and quickly moved behind Scootaloo's scooter, setting him down behind the orange pegasus; Spike quickly placed his claws on her shoulders for support. Once his grip was secured, Twilight jumped forward. Sonic immediately got behind her and caught her in his arms, holding her bridal style. He then called to Scootaloo, "Flap those wings, Scootaloo! We're getting out of here!" He then pulled forward, running faster as Twilight wrapped her forelegs around his neck.

Scootaloo grinned, "All right!" She started flapping her wings faster, going from a moderately fast speed to full speed. She wasn't fast enough to catch up to Sonic, but she was going fast enough that she could be in his tailwind. The gap between them and the police cars began to get wider rather than shorter.

After passing over a small flat strip of road, the street dropped into a slope again. As the group went further down, Twilight pointed with her right hoof, calling, "Sonic, Scootaloo, look! There's a ninety degree turn coming up!" Scootaloo moved out from behind Sonic and saw a sharp right turn coming up at the bottom of the slope.

Sonic said, "I see it, Twilight! And I see the easiest way to make it, too!" Sonic called to Scootaloo, "Scootaloo, are you and Spike gonna be able to make it?!"

The orange pegasus replied, "Uh-huh! Don't worry, I've got it covered!" She then called back to Spike, "Spike, when I start to lean, you lean with me! Got it?!" The baby dragon nodded in response.

As they got closer to the turn, Scootaloo moved farther away from Sonic. Once they were close enough, Sonic shifted all of Twilight's weight to his left arm and said, "Hold on, Twilight!" He then held out his right hand and grabbed a post on the street corner. At the same time, Scootaloo stopped flapping her wings and started leaning to the right, Spike leaning with her. Sonic whipped around the post, releasing it and using both arms to hold Twilight once he was facing the right direction, while Scootaloo made a sharp enough turn to clear the corner without sacrificing too much speed. Both Sonic and Scootaloo grinned at each other while Twilight and Spike shot friendly looks at each other.

The moment was cut short when they all heard the sound of tires skidding against the ground. Spike looked back and up to see the police cars were still hot on their trail. "Geez, they're still coming?!" he exclaimed.

"Gotta give 'em credit for being persistent, if nothing else," Sonic grunted. He then called to Scootaloo, "Try to keep this up for as long as you can, Scootaloo! They won't be able to keep up with us forever!" Scootaloo nodded and then focused on the road. She was not about to disappoint anybody!

**Later, with Tails' group…**

Tails, Applejack, and Rainbow Dash were hiding behind a dumpster in an alley, trying to stay hidden so a squad of Gun Hunters would pass them. As they waited, more Blue Eagles flew overhead, everyone looking up and briefly seeing three jets fly by. "Boy, they ain't givin' us a break, are they?" Applejack whispered.

Tails replied, "Nope. Wait here; I'm going to go check and see if the coast is clear." While remaining crouched down, he snuck out from behind the dumpster and moved over to the entrance to the alley. He soon called back, "I think we lost them. Let's go." Applejack and Rainbow came out from their hiding place and followed Tails back onto the street. Sure enough, there was no sign of the robots that had been pursuing them.

Once they were sure nobody was waiting to jump out at them, Applejack turned to Tails and asked, "Where do we go from here, darlin'?"

Tails pointed to a wall at the end of the street and said, "Let's see what's on the other side of that wall. That might be where we're supposed to go."

As they started walking towards the wall, Rainbow spoke up, "You know, AJ, if you hadn't stopped me earlier, we might not be in this situation!"

The orange earth pony retorted, "You're right, Rainbow. We'd probably be in a worse situation! Ya heard what Sonic and Tails said; things are lookin' bad as it is! We don't need you makin' it worse!"

Tails nodded, "The police are just doing their job, Rainbow Dash. And we would've been hard-pressed to fight off that many robots at once."

The cyan pegasus growled, "Ah, I can't believe this Shadow guy! What's his problem, huh?!"

Tails spoke, "Don't blame Shadow; as I was trying to say earlier, it's not entirely his fault. It's just a coincidence that he happens to look a lot like Sonic. Sure I think it wouldn't be hard to tell the difference between blue and black, but it doesn't help that Shadow wasn't entirely himself when he was awakened."

As they stopped in front of the wall, Applejack asked, "What do ya mean by that?"

Tails took the earth pony's hooves and spun his tails around, helping her up over the wall while Rainbow Dash flew up below them. As they ascended, Tails started, "Well, you see, Professor Gerald Robotnik…" He stopped in mid-sentence; they had reached the top of the wall, and the street behind it was swarming with robots.

Rainbow hovered next to Tails and Applejack and asked, "Should we try to sneak around them?"

Tails hesitantly said, "We could, but that would take time. And there's a good chance another robot might see us and tell all these guys where we are."

Applejack asked, "So what do we do? Just get out there and force our way through 'em?"

Tails nodded, "Seems like the best thing to do right now. Are you both ready?" Both Applejack and Rainbow Dash nodded. Tails and Rainbow then flew over the wall, Tails releasing Applejack's hooves after a moment. The earth pony landed on all fours and took off running towards the robots that had just noticed them while Tails and Rainbow flew at them. The Gun Hunters and Gun Beetles started shooting at them, but the trio was too fast for them and the robots didn't last long against Applejack's workhorse legs, Rainbow's high-speed tackles, and Tails' Spin Jump. By working together, they were able to take care of their attackers in a quick and timely manner.

After the last robot fell, Applejack started looking around for her friends. Rainbow wasn't hard to find; the pegasus' mane was quite easy to see on the lit street. She didn't immediately see Tails, however, and called, "Tails? Where are ya, Sugarcube?" She and Rainbow soon heard a rustling sound from nearby and went to look. They found Tails digging through what was left of one of the Gun Hunters, searching its remains for something.

Rainbow landed on the ground and she and Applejack walked over, wondering what the fox was digging through the scraps for. As they reached the robot, Tails pulled out a small green object, holding it in his left hand where Rainbow and Applejack could clearly see it. "What's that, Tails?" Rainbow asked.

Tails looked at the mares and replied, "This? It's a Chaos Drive, a power source containing crystallized Chaos Energy. They were designed by Professor Gerald Robotnik. I'm sure I can find a use for it later." He then tucked the small capsule in one of his two tails, next to the violet Chaos Emerald.

As Tails moved to investigate one of the Gun Beetles, Applejack spoke, "Y'all mentioned that name before this scuffle started. Sonic also mentioned the name 'Robotnik'; said it was the last name of Dr. Eggman's grandfather. Are ya referrin' to the same person?"

Tails, as he started to examine the Beetle's remains, replied, "That's right. Professor Gerald Robotnik is Eggman's grandfather. Professor Gerald was also the leader of Project Shadow. He's the one who created Shadow."

Rainbow said, "You know, you've been saying that I've been getting the wrong idea about Shadow and the ARK and this and that. Now that we've got a chance to talk, you mind telling me what I'm apparently not getting?"

Tails pulled out a yellow Chaos Drive from the Gun Beetle and stood up. He then turned to face Applejack and Rainbow Dash and said, "Sure. I've got to check the rest of these robots anyway." The two mares followed him as he went to check another Gun Hunter; as he walked, he started, "Fifty years ago, Professor Gerald was asked by the President of the United Federation to lead a medical research program that became known as Project Shadow. He eventually accepted the assignment, as he could use the research to find a way to save the life of his granddaughter, Maria Robotnik."

Applejack asked, "Why? What was wrong with her?"

Tails, as he slowly sifted through the remains of the Gun Hunter, explained, "Maria had developed Neuro-Immuno Deficiency Syndrome, or NIDS for short. It's an incurable disease; Professor Gerald hoped to co-opt the immortality research to discover a cure. Of course, there were plenty of barriers to get past. Gerald's research on lizards managed to produce a somewhat successful result; they managed to get many of the traits they wanted, but the creature itself needed a life support machine in order to live. In order to speed the research along, Gerald made a desperate move: he made contact with aliens."

Rainbow asked, "Aliens? Like the ones that supposedly travel around in those… spinning things, whatever they're called?"

Tails replied, "Yes and no. The aliens he had made contact with were known as the Black Arms. The Black Comet, which was their home or transport or something, would pass by Earth once every fifty years, and it was around this time that it made its usual pass past Earth. Professor Gerald managed to contact the alien leader, Black Doom, who provided the necessary genetic material for the project. His DNA allowed Gerald to create Shadow, but there was still the matter of repaying Black Doom for his help."

As Tails pulled out a red Chaos Drive, Rainbow Dash said, "Let me guess. It wasn't exactly a fair tradeoff, right?"

Tails turned to face the two ponies and said, "Nope. In exchange for his help, Black Doom asked Professor Gerald to use Shadow to deliver the Chaos Emeralds the next time the Black Comet passed by Earth. Gerald realized that this presented a clear threat to Earth and secretly plotted to stop him. He made some slight modifications to Shadow so that he would be a savior rather than a destroyer and developed the Eclipse Cannon in order to destroy the Black Comet."

Applejack asked, "So why'd he steal a Chaos Emerald and let Dr. Eggman destroy half the Moon? Did what Gerald do not work out as he expected?"

Tails looked down at the ground and replied, "…Sort of. See, the military got wind of Gerald's experiments and, suspecting they were a danger to humanity, went up to the ARK to shut them down. Despite Shadow's efforts, Maria was killed and Shadow himself was captured by the military and put into suspended animation. When Gerald learned what happened to Maria, he… well, he kind of went mad with grief. Before he was executed, he set up a final act of revenge aboard the ARK and altered Shadow's memories so that he would carry out Gerald's revenge without question. He believed that Maria wanted revenge, but it was really Gerald's own revenge he was carrying out."

Rainbow muttered, "Wow, that's… I think I understand now…" She then asked, "What happened after Eggman released Shadow?"

Tails replied, "Well, as you can tell, Shadow began doing exactly what Gerald wanted him to do. He convinced Eggman that he could dominate the world if he collected all the Chaos Emeralds and used them to power the Eclipse Cannon. Once all the Emeralds were collected, Gerald's program was put into action. The energy from the Chaos Emeralds turned the ARK into a huge bomb and sent it on a crash course for Earth. However, Shadow managed to get his real memories back and he helped us prevent the ARK from crashing. We thought he died in the process, but one of Eggman's robots found him afterwards. He was later found in one of Eggman's bases, although he had suffered amnesia as a result of his fall. When the Black Arms returned, he went on a quest for answers and eventually did what Gerald originally wanted him to do: stop the Black Arms."

Applejack spoke, "Whoa… That's some story, Sugarcube. All the same, though, Ah think that's enough talkin' fer now. We should probably get goin'."

Tails nodded, "You're right, Applejack. I already checked the rest of the robots anyway, so we can go. I'm sure we've got a lot of ground to make up by now." Rainbow and Applejack nodded and all three of them made their way up the street, heading for a tunnel at the end.

**Soon, further up ahead**

"Wow… That's just… I… I'm speechless, Sonic," Twilight admitted. She, Sonic, Spike, and Scootaloo were sitting atop one of the towers of one of the suspension bridges that went over the city (Sonic having gotten them up there with the aid of his Boost ability, which they were all amazed at), where the blue hedgehog had just finished telling them roughly the same story that Tails had told Applejack and Rainbow Dash.

Sonic nodded, "Yeah." He looked up at the Moon, remembering the brief time he had been up there, and said, "You know, I'm glad Shadow found out the truth about who he is and managed to stay true to who he is. And that Gerald Robotnik turned out to be a good man in the end."

Spike said, "Man, it's almost hard to believe that he's related to someone like this Eggman guy!"

Sonic replied, "I know, right? I even heard Eggman telling Tails, after we stopped the ARK from crashing into Earth, that he wanted to be a great scientist because his grandfather was his hero. You gotta wonder where he got the whole 'world domination' idea from in the first place." Everyone nodded in silent agreement.

After a moment of silence, Twilight spoke, "Maybe we should get going. It's nice to have some quiet after escaping from the police, but we've certainly been up here for a while."

Sonic shrugged, "Yeah, I guess you're right, Twilight." He stood up and said, "I wonder how Tails, Applejack, and Rainbow Dash are doing."

Scootaloo looked down at the street they had come down and noticed three figures down below. She immediately recognized the rainbow hair on one of them and pointed, "Look, they're down there!" She then yelled down, "RAINBOW DASH, TAILS, APPLEJACK! UP HERE!"

The trio looked around in confusion until Tails looked up and saw Sonic, Twilight, Spike, and Scootaloo standing on top of the bridge's tower. He called up, "HEY GUYS! WHAT'S GOING ON?"

Sonic called back, "WE WERE JUST ABOUT TO START LOOKING FOR YOU GUYS! JUST STAY THERE; WE'LL BE RIGHT DOWN!" He then lifted his hand off of Scootaloo's scooter, letting it drop down onto its wheels and roll over to the young pegasus. Twilight walked over to him and he picked her up while Spike hopped up onto his back. Sonic then walked over to the nearby suspension cable and leapt down onto it, grinding down. Scootaloo followed him down, riding on and balancing with her scooter. When they were close enough, they leapt off the cable, coming to a stop in front of their friends.

As Sonic set Twilight down and Spike leapt down off of his back, Rainbow said, "That was pretty cool! Are you guys okay?"

Sonic stood up and replied, "Uh-huh. And it looks like you guys are okay too."

Applejack said, "We sure are, Sugar-hog."

Twilight asked, "Have you guys found anybody? We only lost the police a little while ago, so we haven't had a chance to search."

Tails said, "No, we've just seen a lot of military robots. I've managed to salvage Chaos Drives from some of them so it hasn't been a total bust, but I'd feel better if we had some idea of where our friends are."

Spike asked, "Are we going to have to split up again?"

Sonic said, "No, I don't think we'll need to, Spike." He pointed his right thumb down the street and continued, "We might as well see where this takes us before we split up or anything like that."

Tails nodded, "Right. And we should be able to move much faster as long as we stick together and work as a team."

Rainbow Dash said, "Then let's go, you guys! The sooner we find our friends, the sooner we'll stop getting shot at!" Everyone nodded in agreement and, after Spike climbed up onto Twilight's back, they set off down the road, crossing the suspension bridge.

After several more encounters with military robots and crossing over a bridge that shook like it was going to fall any second, the group entered a tunnel that led them to a street that ran in front of a collection of buildings. The group fought their way past the robots that attempted to ambush them as they went down the street, which led to a dead end. Fortunately, however, they found three figures waiting for them there.

"Rouge!" Tails said.

"Rarity!" Spike exclaimed.

"Sweetie Belle!" Scootaloo shouted. Everybody quickly rushed over to them, stopping in front of them.

Twilight's horn lit up and she examined each of them before saying, "Well, it looks they're all okay. They'll definitely return to normal once we get them back to Ponyville." She said to this to assuage Spike's fears more than anything, since she could tell that the baby dragon was really worried about his crush. It seemed to do the trick as Spike let out a sigh of relief at her words.

Tails reached into his namesakes for the Warp Ring, but paused after pulling it out due to Scootaloo saying, "Look! Here comes one of those plane things!" Everyone looked where she was pointing to see of the Blue Eagle jets flying in their direction. As it flew over one of the buildings, it suddenly dropped a bomb, which started falling straight towards the group!

The ponies began to panic at this, but Sonic remained calm. "Tails, it's time to leave! Get that Warp Ring going!" he said. Tails quickly nodded and tossed the Warp Ring up in front of him. It grew to its full size a second later, a shimmering surface appearing in its hole. Sonic grabbed Rouge and Twilight picked up both Rarity and Sweetie Belle with her magic and then everybody dove into the portal, Sonic and Rainbow Dash leaping in from one side while everyone else went through the other side. The ring then vanished with a *FWASH* and the bomb from the Blue Eagle exploded harmlessly on the street.

* * *

><p>Fluttershy, Cream, and Cheese were sitting in Rarity's kitchen talking about Chao while they drank their tea when they heard a *PHVWOW* coming from the Boutique's showroom, followed by multiple thumps. Worried, both Fluttershy and Cream stood up and ran into the showroom, Cheese flying after them. There they found all their friends sprawled awkwardly on the floor, the Warp Ring lying on the ground next to Tails. Twilight had managed to set Rarity and Sweetie Belle down on their hooves while Sonic was lying on his back and holding up Rouge's body with his hands.<p>

"Oh dear! Are you all okay?" Cream asked worriedly.

Sonic soon sat up with a grunt and set Rouge down on her feet before saying, "I think we're okay, Cream. We just weren't expecting to hit the ground so abruptly." Everyone else sat up soon afterwards, Tails grabbing the Warp Ring and tucking it away.

As everyone stood up, Fluttershy said, "Oh, you managed to find Rarity! And Sweetie Belle!"

Cream added, "And Miss Rouge too! But why are they all so still and white?"

Tails said, "Don't worry, Cream. They should be back to normal in a minute, along with Rarity's home." As he finished his sentence, everybody noticed a now familiar sparkling white wave moving over the floor and up the walls, restoring everything to its proper color as it went. In under a minute, the Carousel Boutique had completely regained its color.

Sonic looked over at Rouge and saw the same wave creeping up her body. Once she was fully restored, she looked herself over and leapt up into the air, briefly flapping her wings before landing back on the ground. She then blew Sonic a kiss and said, "Thanks, Big Blue! That's the first time I've ever been stolen." Sonic couldn't help but grin softly at that statement.

Their attention was redirected when they heard Scootaloo exclaimed, "Sweetie Belle! You're okay!" Everyone looked to see the orange pegasus filly hugging the young unicorn, giving an admittedly rare display of emotion.

Sweetie Belle stuttered, "S-Scootaloo? Wh-what's going on?"

Scootaloo leaned back and said, "That doesn't matter right now! You're okay!"

Twilight, Rainbow, Applejack, and Fluttershy all noticed that Rarity was back to normal as well. And, unfortunately, she seemed to feel the need to be the one to spoil the moment. "Okay? OKAY? What are you talking about? That was utterly terrifying! My beautiful body was completely white! And I was floating around like a ghost! Of all the worst things that could happen, that was the. Worst. POSSIBLE. THING!" The drama queen's horn lit up and her throne slid over to catch her as she fell onto her back, sobbing. After a minute, she looked up to see everybody staring at her. "What? It was, you know!" she defended.

Everybody had a different reaction to this comment. For Sonic, he performed a simple three-step procedure other people might follow in this situation.

Raise hand. Expose palm. Apply to face.

* * *

><p>Terribly sorry about the wait for this. I won't make any excuses for myself. Just know that I kind of had to get creative on this one. I hope it's to everybody's liking.<p>

Part of the reason I decided on this particular level was because... Well, so far, aside from what Sonic and Tails have told them, the ponies don't know all that much about Eggman. They've heard about his deeds and seen what unleashing Chaos on the world eventually led to, but what have they actually seen the doctor do that would make them truly realize Eggman is a villain? I couldn't think of anything that could happen later that would give them a good idea of who he is, so they get to see Eggman blow up half of the Moon. Good thing Luna hasn't shown up yet; boy, would she be mad...

Now, chapter notes...

I wanted to make it clear that life is coming back to Ponyville. However, I wanted to do a little more than say that ponies watched as the group walked by. That's why I did the scene with Lyra and Bon-Bon. I only know a little about their fanon personalities, so I thought it would be a nice little source of comic relief to mention Lyra's apparent fascination with humans. I hope nobody minds this.

If you're having trouble picturing how Tails is hovering when Sonic is pulling him, think of how he flies when he's the leader and is paired up with Cream in "Sonic Advance 3". That should give you a pretty good idea of what I was thinking of.

I know Tails refers to the ARK as "The first Bernoulli spherical space colony..." in "Sonic Adventure 2". However, according to several sources, "Bernoulli" is a mistranslation of "Bernal". I figured I'd use the proper term when describing the ARK; as far as I know, there's no such thing as a "Bernoulli sphere".

As you can probably tell, I worked in some elements from "City Escape" into this chapter, the police chase being the most obvious one.

While it's not stated in the games what disease Maria Robotnik had, the Archie series refers to it as NIDS.

Rarity's couch makes a surprise appearance. And facepalm FTW.

Now, I'm not entirely sure where I want the group to go in the next chapter. I was thinking either "Casino Park/BINGO Highway" or "Frog Forest/Lost Jungle" as one of the stages representing "Sonic Heroes". Or maybe I could mix it up a bit with a level from a different game. Something like "Mad Matrix" from "Shadow the Hedgehog", for example.

Well, you guys just let me know if you have any thoughts you want to share. Hope to see you again soon!

Music:

Walking Through Ponyville - www. youtube. com watch?v=zclQBjzSRJQ

Carousel Boutique - www. youtube. com watch?v=Y4Gof4qEO8c

The Other Side of the Portal - www. youtube. com watch?v=xn7cuds4vYs

Eggman's Announcement - www. youtube. com watch?v=6IyLrjhUv0Y

The Police Chase - www. youtube. com watch?v=_Toq36g7uqg

Gerald's Story - www. youtube. com watch?v=rpgpiMXyAAY

Making It to the End Together - www. youtube. com watch?v=P2pfNiBp-0o

Rouge, Rarity, and Sweetie Belle Restored! - www. youtube. com watch?v=r6b3EXkh5sc


	9. Frog Forest

"Ugh, I can't believe this! Why does Rarity have to take this long just to get all pretty?! Seriously, where does she think we're going?!" Rainbow Dash complained. It had been a short while since the fashionista in question, her younger sister, and Rouge had been restored and the group had spent almost all that time waiting for Rarity to finish with her makeover (since she had SLIGHTLY ruined her mascara and eye shadow during her drama queen moment) and rejoin them in the Boutique's showroom.

Fluttershy spoke, "Oh, I'm sure it won't be much longer, Rainbow Dash. I mean, Rarity doesn't exactly know the situation, but she knows that this is really important. She just wants to make sure she looks her best, like she always does."

They rainbow-maned pegasus sighed, "I know, Fluttershy. It's just… We also told her that we need to get going for that same reason. You'd think that kind of urgency would be enough to convince her that this isn't a good time to be taking her time."

Sweetie Belle, who was passing the time by playing with Scootaloo and Cheese, looked up and said, "Yeah, that would be nice, Rainbow, but of course Rarity would never do that. We all know how important her looks are to her."

Spike sighed to himself as he leaned back against the showroom stage, "Well, of course. Rarity isn't just nice; she's also beautiful. Why wouldn't she want to look perfect? Anything less than that would be a crime for a pony as beautiful as she is…" He evidently breathed that a little louder than he meant to because, on the other side of the stage, Applejack smirked to herself as she sat with her back up against the stage. Sonic, who was lying on his side on top of the stage and resting his head on his right hand, opened his eyes and moved them in Spike's direction, raising an eyebrow. It returned to its normal position a moment later and he smirked as well, closing his eyes again.

Twilight turned her head to look over at the two, having spent the last couple of minutes talking with Tails about where the new reading was coming from, how the radar worked, and some of the other machines the fox had worked on. She excused herself and walked over to the stage, stopping a short distance away. "Uh, Applejack, Sonic?" she asked tentatively. When Applejack pushed the brim of her hat up and Sonic cracked his eyes open, she said, "I know it's taking Rarity a long time to get done, but try not to fall asleep, okay?"

Sonic smiled, "No worries, Twilight. We're not having trouble staying awake or anything. It's just that this is more interesting than standing around doing nothing." He tilted his head towards Rainbow Dash at that, the cyan pegasus hovering over Tails' shoulder as he looked down at his radar, her forelegs crossed as she continued to wear an impatient look on her face.

Applejack nodded, "Yup. We ain't gonna fall asleep on ya, Sugarcube. There's nothin' we can do to speed things up, so we might as well keep it down. If we all start makin' noise, that fussbucket Rarity won't be able to concentrate, and then it'll just take 'er longer to get done makin' herself pretty."

The three of them looked over as Rouge let out a chuckle, the jewel thief currently examining some of Rarity's masterpieces. She turned to look at them and asked, "What's the matter, cowpony? You don't like to make yourself look good often?"

Applejack glanced away and tilted her hat back down, saying, "Not usually, no."

Rouge smirked to herself, "With a hat like that and hair done up that way, I suppose that's no surprise." She then turned back to the dress she had been looking at and returned to examining it, looking specifically at all of the gems Rarity had put on it. "My, my… What a feast for the eyes. Forget the dress; these beauties would be all I'd need," she said, her voice as smooth as silk.

Cream, who was standing a short distance away, overheard her and spoke, "Miss Rouge, I know those jewels look really pretty, but I must ask that you leave them where they are. Miss Rarity must have worked really hard to make that dress."

Rouge turned away from the dress and looked over at the rabbit, saying, "Oh, don't worry about that, Creamy. I'm not going to take anything… while there are witnesses around."

Before anything else could be said, everyone heard Rarity call, "Sorry to keep you all waiting!" They all turned to look at the stairs, hearing Rarity's hoofsteps coming down them. "I would've been done sooner, but Opalescence got a little clingy with me. By the time I managed to get her off, I had just about ruined all of my hard work, so I had to start over," the white unicorn said as she came down the stairs. She soon stepped off the bottom step and gave a regal pose, asking, "Well? How do I look?"

Sonic glanced over at Applejack with his eyes and whispered, "She doesn't look all that different to me." The orange earth pony gave a nearly imperceptible nod in agreement.

Twilight said, "You… you look very nice, Rarity. Er, actually, you look wonderful, like you always do."

Spike spoke up, "Yeah! You look absolutely gorgeous, Rarity!"

Rarity smiled, "Why, thank you, Spike, Twilight. Although I must say those are both understatements. I look FABULOUS!"

Rouge spoke, "Hm… A horse is a horse, of course, of course."

Rarity immediately glared at her, "Just what do you mean by that? And may I ask what you're doing next to my latest masterpieces?"

Rouge replied, "Oh, nothing. They look very nice, as do you. In an equine sort of way, that is."

Rarity immediately stomped over to her, asking, "Oh, really? And I suppose you fancy yourself an expert on such matters?"

Rouge answered, "I happen to be a jewel fancier, my little pony. Diamonds, rubies, sapphires… I love them all. They're bright and beautiful, like me."

Rarity held her head high as she said, "Well, I happen to enjoy fine jewelry myself. However, judging from your attitude, I'm willing to bet that you prefer to keep them to yourself. I, on the other hoof, am certainly willing to share them and any of my marvelous creations with my friends. And I believe you, while certainly being classy, are a poor judge of beauty."

Before this could go on any longer, Sonic stood up off the stage and spoke, "Hey, time-out, ladies!" When both Rarity and Rouge looked over at him, he said, "I'm sure you two can work this out some way, but this isn't the time, place, or way to do it. We're in the middle of a world-threatening situation here, so can you please save the beauty pageant for later?"

Rouge replied, "Well, you did ask nicely, so I suppose I can let this go… for now." She then glanced back at Rarity and said, "I hope you're not just another pretty face, honey. If making dresses and being a drama queen are the only noteworthy things you can do, then you won't last long against me." Before Rarity could respond, Rouge turned and headed for the front door. As she passed by Sonic and Tails, she said, "See you around, Big Blue. You too, Fox Boy."

Tails turned and asked, "Where are you going, Rouge?"

As she pushed the door open, she replied, "My wings feel a bit stiff after standing like that for so long. I'm going to go stretch them." She then walked outside, spread her wings, and took off.

Inside the Carousel Boutique, everyone just stared at where the bat had been standing just moments ago. "Well, wallop mah withers…" Applejack muttered.

"I can't believe it! How did she do that?!" Spike exclaimed incredulously.

Tails sighed, "That's Rouge for you. She, uh… let's just say she has a way with words."

Rainbow Dash blinked, "Uh, yeah. No kidding."

Twilight looked over at Sonic and asked, "Is she always like that?"

Sonic replied, "Not always. Still, I guess you could expect that from a government agent who is also a jewel thief. When she puts her obsession with gems aside, though, she does do her job well and can be at least somewhat trustworthy."

Sweetie Belle looked at her sister worriedly and asked, "Sis…?"

Rarity, while glaring angrily out the door, spoke, "The nerve of that bat! So she thinks she has more talent than me, does she?! Well, I'll show her! It is time for action, everypony! There is work to be done, so we must take care of it!" Although they were all surprised by the sudden display of command the fashionista was showing, everyone in the room quickly agreed. Rarity then seemed to come down from her 'high', as the aggressive look on her face faltered and she laughed nervously before saying, "What are we supposed to be doing anyway?"

Applejack sighed to herself as she stood up. After fixing her hat, she said, "C'mon, Rarity. We'll explain it to ya on the way." She then followed Twilight and Sonic over to the front door, where Tails and Rainbow Dash were already waiting. Everybody else hurried out after them, Rarity taking a moment to make sure the door was properly shut before catching up with the group. As they walked away, a pair of dark grayish violet eyes watched them from a nearby hiding spot, focusing for a moment on the lavender unicorn in the group. Once the group was far enough away, the owner of the eyes crept out from her hiding place and silently made her way towards the Carousel Boutique.

As they made their way towards their next destination (Tails and Twilight having determined where to go while they were waiting for Rarity, thus the fox wasn't using his radar to guide them), Applejack and Spike, along with Rainbow and Scootaloo, explained the whole situation to Rarity, Sweetie Belle, and Fluttershy. The remaining members of the group, meanwhile, were engaged in a conversation of their own. Sonic and Tails would occasionally contribute to the explanation going on behind them, but for the most part, Applejack, Spike, Rainbow, and Scootaloo didn't need a lot of help, so the two of them, along with Cream and Cheese, mostly focused on talking with Twilight.

"So you don't learn about magic anymore, Miss Twilight?" Cream asked.

The lavender unicorn replied, "Oh, I still study magic, Cream. I'm just not studying all the time like I did back in Canterlot. Princess Celestia sent me here to make friends, and that's what I did during our venture into the Everfree Forest. After we returned her sister, Princess Luna, to normal, she allowed me and Spike to stay here and continue learning about friendship."

Sonic asked, "Yeah? How does she know you're learning? Does she come down from Canterlot every now and then with a test or something?"

Twilight giggled and said, "No, Sonic. Whenever I learn a lesson, or one of my friends does, whether it's through an adventure or a normal experience, Princess Celestia is notified with a friendship report." She blushed and sheepishly added, "I used to be the only one who had to do the reports, even when it was a lesson my friends learned, but now all of my friends write when they learn since… well, I kind of got the whole town caught under a spell I couldn't control when I thought I was going to be tardy on one of my reports." She shook her head, "Such an unbelievable mistake; I don't know what I was thinking."

Sonic grinned, "Hey, better to make mistakes now while you've still got potential than to make them later in life when you're starting to lose your touch and can't really recover or learn from them, right?" Twilight laughed nervously at that, thinking about the circumstances that led up to her wanting to enchant her old Smarty Pants doll with a 'want it, need it' spell. Unknown even to her, an uneasy look appeared in her eyes, which Sonic and Tails both noticed, noting that her formerly steady steps seemed to falter slightly as she thought about it.

Tails, hoping nothing was wrong, asked, "So after the report is written, you send it to Princess Celestia in the mail?"

Twilight snapped back to her regular demeanor and steady stride and replied, "No, not exactly. Spike takes care of sending the lessons, and he often writes them down because his writing looks so good."

Cream asked, "How does Mr. Spike send the letters, Miss Twilight?"

Twilight answered, "With his fire breath. While he does breathe normal fire like most other dragons, he also has magical fire that allows him to instantly send letters directly to the Princess as well as receive them."

Tails' eyes widened a bit at this. He asked, "Really? How does he do that? Can he only receive things from Princess Celestia or, as long as they know how to reach him, can anyone send letters to him?"

Twilight replied, "Well, I think it would be possible for him to receive things from others besides Princess Celestia, but I can't say for sure because I haven't done a lot of research on dragons. And even if I did have an extensive understanding of them, it would still probably be better to ask Spike about it. After all, letters have to go through him to get delivered."

Sonic asked, "Does Princess Celestia keep all of the reports she receives?"

Twilight replied, "Yes. In fact, she sent the ones I had written back to me after Discord corrupted all of my friends."

Tails asked, "Corrupted? What do you mean?"

Twilight explained, "He wanted to make sure we couldn't use the Elements of Harmony on him, so he took them and hid them, telling us where they were through a riddle. I made a mistake in interpreting it and thought he had hidden them in the Canterlot Hedge Maze. They weren't there, but he took the opportunity to make us play one of his games. He took Rainbow Dash and Fluttershy's wings along with my horn and Rarity's horn. He then told us to find the Elements in the maze without using magic or wings and made sure to split us up as soon as we stepped inside the maze."

Sonic snorted, "Yeesh. What a creep."

Twilight sighed, "I know. And while we were split up and trying to get to the center of the maze, he… I guess he used his magic to mess with my friends, turning them all gray. I always seemed to arrive too late because he would purposely drop part of the maze after he was done with them. By the time I'd figured out where the Elements really were and we got them, Rainbow Dash had already abandoned us due to her corruption and, despite my best efforts, I couldn't take their negative attitudes anymore. I turned gray and was ready to give up on everything. And I remember Discord was enthusiastic to hear that."

Tails gagged, "He was actually PROUD of what he did?!"

Cream said, "Discord sounds like such a mean and terrible person!" Cream gave an angry "Chao!" in agreement.

Sonic asked, "So what happened?"

Twilight said, "Well, I went back to the library to get Spike and was about ready to leave for… somewhere when Spike told me Princess Celestia had been sending him a lot of scrolls since he got back. They were all the letters I had sent up to that point, and as I went through them, I began to get my faith back as well as my color. I then used a memory spell on each of my friends to remind them what Discord made them forget, which restored their colors as well. We then used the Elements of Harmony on him and they turned him to stone, just like they did when Princess Celestia and Princess Luna used them on him."

Tails asked, "You petrified him?"

Twilight said, "We just used the Elements on him the same way we did with Princess Luna. I'm not sure why they freed Luna while they turned him to stone, but I'm sure there was a good reason for it."

Sonic faced forward and held a hand to his chin, saying, "Hmm…" Noticing the way Twilight was looking at him, he looked at her and said, "I know she sent them to you for whatever reason, maybe because she thought you needed help or something, but I wonder if Princess Celestia would let someone borrow those reports to look over if someone asked. I bet Blaze would be interested in reading them."

Tails smiled, "Hey yeah, she probably would!" He looked at Twilight and asked, "We told you about her, remember? You know, the princess that tried to do everything by herself and didn't want to make friends until she met Cream, Cheese, and the rest of us?"

Twilight smiled, "Oh yeah, I remember you telling me about her. So her name is Blaze, huh? I still would really like to meet her and get to know her." Cream and Cheese both looked happy to hear that. Twilight then looked forward and, after a moment of thought, said, "Oh look, we're almost to Sugarcube Corner!"

Cream asked, "Oh, already?"

Tails said, "That didn't take long at all."

Sonic nodded, "Yeah." He then looked back and called, "Did you all hear that? We're almost there!" Everyone perked up at that, Applejack, Rainbow Dash, Scootaloo, and Spike looking like they needed to hear something good after explaining things and probably having to deal with Rarity's response to every little detail, and the whole group began walking faster, heading for the local bakery.

As Sugarcube Corner came into view, it didn't take long for everybody to notice something was going on. From where they were, they could see Knuckles, the Mayor, and Gilda standing in front of the bakery. They could also tell that Gilda was arguing with Knuckles and the Mayor, the two of them standing next to each other. Intrigued, the group quickened their pace, Tails, Twilight, and Cream hoping that Knuckles wasn't going to escalate the argument.

As they got closer, they heard Knuckles say, "I don't care what your story is! The Mayor has made it very clear to you, several times I might add, that Ponyville is in a lockdown situation! No one's allowed to be out on the streets unless they have a good reason, and saying that you're bored is NOT a good reason!"

Gilda sneered, "Oh yeah? What are you going to do about it, Red? Personally walk me home? I don't live in Ponyville!"

Knuckles growled, "Oh, you think you're cute, don't you?" He held up his fists, making sure Gilda could see his spiky knuckles, and asked, "How would you like to find out how it feels to be punched by one of these? I'd be happy to knock your beak off!"

Sonic and Tails quickly ran over to the three of them at that, coming to a stop next to them. "All right, Knuckles, you said your piece. Now calm down already," Sonic said.

The three of them turned to look at the duo, Knuckles and the Mayor saying, "Sonic!"

Gilda, however, looked less than happy to see them. "Oh, it's you two weirdoes again. Just what I wanted to see: a big party of weirdoes and ponies. The only thing we're missing is 'Stinky' Pie," she said as the rest of the group came over.

Sonic grunted, "Whatever, you turkey."

As Spike, Cream, Cheese, and the ponies came to a stop behind Sonic and Tails, Gilda yelled, "I'm a griffin, genius, not a turkey! Geez, what is your problem?!"

Sonic replied, "Hey, you're the one who started the name-calling game. You don't like being called names? Then you shouldn't have called Tails a freak."

Gilda said, "I don't get what you're all upset about. He barely looked like he wanted to cry after one little remark, unlike Fluttershy back there." Sonic and Tails looked back at that. It was clear that the yellow pegasus hadn't forgotten her first 'encounter' with Gilda, as she was already looking nervous and staying near the back of the group.

Twilight decided she should try to change the subject before things got out of hand, so she turned to the Mayor and asked, "Miss Mayor, did something happen here? Did Gilda do something?"

The tan mare replied, "Well… no. But for now, due to this crisis you're taking care of, nopony is allowed out of their houses without a good reason. I told Knuckles here about this when I met him a little while ago, and he offered to help keep an eye on everypony until it was deemed safe to go out again. So when we saw Gilda here walking around Ponyville, we caught up to her and I asked her to return to her house."

Gilda spoke up, "And like I already said, I don't live in Ponyville! And I'm certainly not going to sit around cooped up in some lame pony's house, especially not when these dweebs get to go wherever they want!"

Rainbow moved in front of Gilda and said, "We get to 'go wherever we want', Gilda, because we're actually working together and doing something worthwhile! I don't know when you got back from Cloudsdale, but clearly you haven't done anything besides get on everypony's nerves! The only good thing you've done so far is find my Element necklace and you had to go and waste our time by challenging me to a race we both knew from the beginning I would win instead of just giving it to me! Is it really that surprising that you're under the same restrictions as everypony else?"

Gilda looked ready to continue making a scene, but the Mayor turned away from her, looking at Twilight and saying, "By the way, Twilight, I'm glad to see that you've found Fluttershy, Rarity, and her younger sister. You and your friends seem to be doing a fine job so far with getting Ponyville back to normal. But may I ask what you're all doing here?"

Twilight nodded, "Yes you may, Miss Mayor. According to Tails' radar, there's another portal here at Sugarcube Corner. We came here to find it and see where it leads."

The Mayor replied, "Oh, of course! I should have guessed. Well, I wouldn't want to be a burden, so I will leave you and your friends to it. I wish you the best of luck." Twilight nodded and then the Mayor turned and walked away, heading for the town hall.

Gilda noticed her leaving and asked, "Hey, where is she going? I'm not done with her yet!"

Knuckles ignored her and looked at Sonic and asked, "Do you guys mind if I tag along? If I have to listen to this griffin any longer, I'm personally gonna send her to the Moon with my fists!"

Sonic regarded him for a moment and then said, "I don't have a problem with that, Knuckles." He looked around and asked, "What do you think, girls? Knuckles can come with us if he wants to, right?"

The ponies all voiced their agreement, though Rarity and Sweetie Belle understandably had to think about it for a minute. Sonic then walked up the steps and into Sugarcube Corner, Tails, Knuckles, Cream and Cheese, Spike, and everypony except Rainbow Dash following him in. Rainbow turned to Gilda and said, "Hey, as long as you're back in town, maybe you should go see if you can find something useful to do, G'. If you somehow manage to do that, maybe you'll have a shot at getting back on my good side!" With that, she turned and followed her friends into the bakery.

Gilda grunted, "Yeah, like the whole world revolves around Rainbow Dash's opinion of me! I'm bailing on this scene!" She spread her wings after saying that, taking to the air and flying away from Sugarcube Corner.

A few minutes later, while still flying and thinking about what Rainbow Dash had said, Gilda's sharp eyesight allowed her to notice something down on the ground. She came to a stop and flapped her wings to remain in place, taking a closer look. She could see Amy walking on the street below her, but what really caught her attention was who she was walking with. Looking back in the direction of Sugarcube Corner, she muttered, "But… I saw him… Didn't he…?" Looking back down, she smirked to herself, "Looks like I found something interesting to do after all. I bet this'll throw you for a loop, Rainbow Dash."

* * *

><p>Fluttershy's eyes were wide and her mouth hung open as she looked around, marveling at all the green around the group. Less than a minute ago, they had leapt through a portal they had found in Pinkie Pie's room in Sugarcube Corner, and now they were walking through a jungle filled with bright green grass, ivy, and various other types of plants (one nearby looked like it was some kind of staircase or ladder). "Wow! This is… so lovely!" she breathed.<p>

While looking off to the side, Applejack nodded, "It sure is, Fluttershy. And considerin' some o' the other places we've seen, it's nice ta have a little quiet."

Sonic, who was carrying Scootaloo's scooter (since it would have had a hard time getting through some of the undergrowth) and was walking alongside Twilight as she scanned a few pages of her 'fighting' book, said, "It is pretty nice. Too bad it's not gonna last long."

Rarity asked, "Whatever do you mean, er, Sonic? While this place isn't exactly growing on me, I don't see how things could, as you might say, turn ugly."

Sonic shrugged, "Well, you never know, Rarity. Still, this place definitely has a familiar scent of adventure, so I'm willing to bet there's some fun just waiting for us somewhere."

Sweetie Belle perked up at this, asking, "Fun? What kind of fun? Is there something really interesting in this jungle?" She turned to her fellow Crusader and said, "Hey Scootaloo, maybe we can get our cutie marks here! There must be tons of things we can try here!"

Before anypony could speak up, Scootaloo surprised them all by turning to Sweetie Belle and saying, "Sweetie Belle, this is not a good time to be thinking about your cutie mark!" The white filly looked at her incredulously and looked like she wanted to say something, but Scootaloo went on, "First of all, Apple Bloom isn't with us! We'd be excluding her if we tried to find out what our special talents are right now! And second, what's happened to Ponyville is way more important than our cutie marks!" She looked up at Rainbow Dash and asked, "Right, Rainbow Dash?" The cyan pegasus looked back over her shoulder and nodded.

Sweetie Belle stuttered, "But… Scootaloo…"

Sonic held up his free hand and said, "Hold that thought, Sweetie Belle." He then lowered his hand and asked, "Did anyone else hear that?"

Everyone stopped and listened for a moment. Tails soon pointed further ahead and said, "It's coming from that direction. It sounds metallic; probably Eggman's robots."

Knuckles cracked his… knuckles and said, "Sounds about right. I could use a little stress relief after dealing with that obnoxious Gilda."

Fluttershy meekly asked, "Oh, um… you're not going to hurt any of these… robots, are you, Knuckles?"

Rainbow turned to her and said, "Fluttershy, they're robots that work for a total jerk! If those Badniks that attacked us in that city were his…"

Sonic interjected, "Which they were."

Rainbow continued, "Then I doubt whatever's up ahead is going to be any friendlier! I mean, this guy unleashed a water creature and tried to take advantage of its anger AND he blew up half of the Moon in Sonic's world! And that's just what we've seen or heard! I'm sure he's done plenty of other stuff that's terrible!"

Twilight spoke tentatively, "Okay, Rainbow Dash, just… calm down for a second. If we keep it down, we might be able to see what these robots are without them knowing we're here."

Applejack said, "Good idea, Twilight. Maybe we can get the drop on 'em!"

Rarity asked, "We're not all going to be fighting, are we? Violence isn't exactly my thing."

Knuckles glanced back at her and said, "We won't know until we get a better look, but I doubt we're going to have to worry about a whole squad waiting for us. Now come on; follow me." He then led the way forward, Sonic and Tails right behind him and everyone else following behind them.

The group soon found a large green log in their way. Knuckles climbed up the side and, after looking for a minute, looked back and waved his hand in the air, telling the others they could look. They all moved to an open part of the log, moving up and looking over it into the clearing beyond, where they could see a bunch of red, bipedal robots. Spike was the first to ask, "What are those things?"

Tails answered, "Egg Pawns. Ever since the ARK incident, they've become Eggman's most common foot soldiers." Looking towards the back of the clearing, the fox spotted a cage behind the Egg Pawns. He pointed at it and said, "Look! I think there's a frog in that cage!"

Fluttershy gasped, "Really?! There is?!"

Rainbow Dash squinted, looking at the cage carefully before turning to look at Tails and asking, "Are you sure about that, Tails? That cage looks way too big for a frog. Spike could probably slip in and out of the holes in that thing easily."

Sonic said, "No, Tails is right, Dash. I know where we are now. This is that jungle where the giant frogs live."

Cream giggled, "Oh, I remember those frogs! They were big, but they were so cute when they got surprised! Right, Cheese?" Her Chao friend gave a happy nod in agreement.

Twilight asked, "Uh, how big are these frogs, exactly?"

Sonic replied, "About our size. I don't know what they eat, but don't worry. They didn't try to turn any of us into food last time, so I'm sure ponies and dragons aren't on the menu either."

Applejack sighed, "That's good ta hear." She then looked back at the cage and asked, "So how do we get that frog outta that there cage?"

Knuckles explained, "It was set up by Eggman's robots. It'll open once they're all destroyed." He then looked at Sonic and Tails and said, "Come on, let's do this thing!" The duo nodded and then all three leapt over the log, landing in the clearing and running towards the Egg Pawns.

One of the Egg Pawns spotted the team as they approached and called, "ENEMIES SIGHTED. GET THEM!" The rest of the Egg Pawns immediately turned their attention to the intruders and charged towards them.

Tails called, "Ready when you are, Knuckles!" The echidna nodded and, a second later, leapt up. Sonic and Tails jumped up after him, both of them going into a Spin Jump as they came up in front of Knuckles. The echidna pulled his right fist back and then brought it forward, hitting Sonic with it and sending him flying into the nearest Egg Pawn before sending Tails into the next nearest Egg Pawn with his left fist. While Sonic stayed airborne and started using Homing Attack to hit the Egg Pawns, Tails landed and put his twin fluffy appendages to good use, knocking the Egg Pawns that had shields off their feet to give Sonic and Knuckles a free shot. In under a minute, every Egg Pawn in the clearing had been reduced to scrap metal and the cage they had set up opened.

Almost immediately, Fluttershy flew out from behind the log and over to the cage. She gasped as she looked down at the green frog inside, "Oh my goodness! I've never seen such a big frog before!" As everyone else came out from behind the log, the shy pegasus lowered herself down onto the edge of the cage and spoke, "Hello there, Mr. Frog. How are you doing today?" Taking a closer look, she realized the frog seemed to be nervously looking around, as if expecting the Egg Pawns to come back, so she climbed in the cage and wrapped her forelegs around the amphibian, softly saying, "You poor baby. You must have been so scared."

Everyone stood back in silence, watching the frog sit quietly and relax as Fluttershy comforted it. "Wow… She really is good with animals," Tails commented after a minute of silence.

Rainbow Dash grinned at him, "Yeah. What'd I tell you, huh?"

Sonic looked over at his fox buddy and said, "Hey Tails, while Fluttershy does her thing, maybe you should see if there's anything worthwhile left in the remains of those Egg Pawns. I mean, considering what's going to happen and all…"

Tails blinked and then said, "Oh, that's right!" He quickly ran over to the nearest Egg Pawn and started digging through what was left of it.

Twilight looked at Sonic and asked, "Uh, Sonic? If you don't mind me asking, what's going to happen?"

The blue hedgehog replied, "You'll see. These frogs aren't just bigger than your average frog. They've got… I guess you could call it a kind of power."

Applejack asked, "And what kind o' power do they have?" Suddenly, a raindrop fell on her nose. Then another landed on the brim of her hat while another landed in Twilight's mane. A second later, it suddenly started pouring! "What in tarnation?!" Applejack exclaimed.

Rainbow asked, "Where did this rain come from?! There isn't even a cloud in the sky!"

Knuckles explained, "That's the special power the frogs in this jungle have: the ability to summon rain with their croaks."

Sweetie Belle looked back at the giant frog and asked, "So if the rain is falling, does that mean that that frog is really happy or something?"

Rarity whined, "Well, I'm not very happy! My hair is getting ruined!"

Sonic sighed and rolled his eyes. He then looked off to the side and noticed a large leaf sticking out of the ground. He walked over to it and grabbed it near its base. With a sharp tug, he broke it off and carried it back over to Rarity. He then held it over her, saying, "Here, Rarity. I know it's not an umbrella, but it's the best I can do."

Rarity looked up at the leaf for a moment and then took it in her magic, saying, "Mm. Thank you, Sonic. For one with hair so wild, you do appear to have some gentlemanly qualities about you." Spike immediately put on an angry expression at the white unicorn's words.

Sonic noticed the look the baby dragon was giving him, but decided not to comment on it. "Yeah, well, I kind of prefer my natural look," he told Rarity, running a hand back along the side of one of his quills.

As the rain began to slow down, Rarity said, "Oh, I'm sure there's another style that would suit you perfectly! Perhaps we can find it when we get back to Ponyville?"

Sonic shrugged, "Nah, that's okay. I'm better at stomping 'bots like this."

He looked back at Fluttershy and saw that she had released the giant frog from the embrace she had been giving it. It soon turned and hopped away into the jungle. As it left, Fluttershy called, "Bye, Mr. Frog! Say 'hi' to all of your friends for me!" She then turned around, brushing a bit of her wet mane aside and noticed her friends were wet as well. As she trotted over to them, she said, "Oh. I thought it had rained just now."

Twilight nodded, "Yeah. That frog must've really liked you."

Fluttershy smiled, "Oh yes, he certainly did. And he was so nice too."

Tails stood up and came over to the group, having salvaged a pair of Power Cores and a few spare parts from the Egg Pawns. Sonic looked over at him and asked, "Tails?"

The fox replied, "I managed to get a few things off the robots before it started raining. Not that that's a big deal; I don't think I could've found a use for most of the rest of their parts anyway."

Scootaloo asked, "So what are you going to do with that stuff, Tails?"

The fox shrugged, "I don't know yet, Scootaloo. I like to keep spare parts handy in case I need them, so… we'll see."

Rainbow said, "Well, if you're sure you're finished looking, maybe we should get going."

Rarity spoke, "I most certainly agree with Rainbow Dash! The sooner we're out of this jungle, the better! And hopefully, we won't see any more of those giant frogs."

Tails scratched the side of his head as he said, "I don't think that's going to be possible, Rarity. I mean, this is a big jungle. And the last time we passed through here, the frogs helped us make our way through the jungle."

Fluttershy flapped her wings and hovered above the ground, pressing her front hooves together as she said, "Ooh! So we'll be seeing more of those frogs?"

Cream nodded, "Yes, Miss Fluttershy! There are a lot more frogs that live in this jungle!"

Rarity sighed, "Oh… Then I suppose I will be keeping this leaf in order to protect my hair after all." She turned to Sonic and asked, "Sonic, would you be a dear and carry it for me?"

Sonic noticed the look on Spike's face again and said, "I don't think that's such a good idea, Rarity. I was planning on helping Knuckles and getting my hands dirty. I don't think I can guarantee that I won't accidentally get something on your leaf, so you might want to ask someone else for help." He then jerked a thumb in Spike's direction and added, "Someone like Spike, maybe?"

Spike's expression instantly brightened somewhat at that and he looked eager to take the lifeline he was being thrown. Rarity cast her eyes in the baby dragon's direction for a moment before looking back at Sonic and saying, "Very well, then. I see the logic in your statement; if the leaf were to get wet, it could drop something… rather unpleasant on me." Both Rainbow Dash and Applejack quietly snickered to each other at that, but Rarity ignored them, turning to Spike and saying, "Oh Spikey-Wikey~."

Spike immediately dashed over to her with a smile on his face. "At your service, Rarity!" he said as he came to a stop next to the white unicorn and wrapped his claws around the base of the leaf's stem, holding it over her.

Rarity released her magic hold on the leaf and looked up at it for a moment. She then looked down at Spike and said, "Thank you, Spike. However, I do not require the shading properties of the leaf at the moment." Nodding in understanding, Spike pulled the leaf away, holding it in his arms.

Everybody's attention was diverted to the side when Knuckles called, "Hey! It looks like the rain made a path grow over here. If you're all ready now, I suggest we see where it goes." Everyone agreed and followed him up onto some large plants that had seemingly grown up out of nowhere.

As the group continued through the jungle, in addition to more of Eggman's robots and the jungle itself, the members of the group found themselves having to deal with Sweetie Belle and Scootaloo's arguing in the background. Sweetie Belle was still trying to convince Scootaloo that it would be okay for them to continue their usual crusading without Apple Bloom while the orange pegasus filly continued to disagree with her, not only because of Apple Bloom, but also because of the earlier agreement she made with Rainbow Dash about behaving and her newfound respect for Sonic and Tails. Eventually, Applejack couldn't take their bickering anymore and threatened to take the fillies behind the wooden shed as soon as they got back to Ponyville if they didn't stop arguing. The threat clearly did the trick, since both fillies stopped arguing after getting over the shock of the earth pony's threat.

Aside from all of this, the ponies also found out that Tails had been right. They did run into more of the giant frogs as they made their way through the jungle, and Fluttershy was more than happy to get to know each of them as they passed by. After meeting their fourth frog, as they stopped in a clearing rest for a minute, Tails looked over at Sonic and Knuckles after they finished talking with Twilight, Applejack, and Fluttershy about the different plants growing in the jungle and asked, "Hey, you guys remember the first time we ran into these frogs?"

Sonic grinned, "I know I do."

Knuckles nodded, "Yeah. We were following Eggman's Egg Fleet after he managed to distract us with an Eggman robot. Of course, as we later found out, we weren't chasing Eggman in the first place. We were actually chasing Metal Sonic as part of his plan to get all of our data."

Twilight asked, "Metal Sonic? Didn't Tails mention that name before, back at the Town Hall?"

Applejack nodded, "He sure did, Twilight. He didn't mention much else, though."

Rainbow spoke up, "Tails told me, Spike, and Scootaloo a little about this 'Metal Sonic' thing after I beat Gilda and got back to Ponyville with Scootaloo. He said something about how it's a robot that looks like Sonic and can imitate his moves or something like that."

Rarity asked, "A robot Sonic?"

Tails nodded, "Yeah. When it became abundantly clear that his animal-powered robots were no match for Sonic, Eggman started building robot copies of him that were powered by an actual energy source, hoping they would be more successful in stopping him."

Fluttershy nervously asked, "Did you say… animal-powered robots?"

Tails replied, "Yeah. Some of Eggman's robots, particularly his early Badniks, were powered by small animals. The animals themselves typically did very little to control the robots. For the most part, they served as, basically, organic batteries for the robots."

Twilight asked, "Organic batteries? Does that mean his robots were… feeding off of the animals?"

Tails answered, "No. At least, nothing ever appeared to be wrong with them when we freed them. Of course, we did have to be careful about attacking the robots so as not to hurt them ourselves. They just… powered the robots somehow, allowing them to move without the animals needing to do anything. Eggman did this for a long time, but after the ARK incident, he started using animals less and less, going with other power sources like the Power Cores until he stopped using animals altogether."

Cream put a hand on Fluttershy's shoulder and Cheese stroked her pink mane as she whimpered, "Oh… Those poor animals…"

Knuckles spoke, "Yeah, it's pretty terrible what he did to them. Thankfully, I don't think he did much else to them, so why don't we get back to the initial topic and not worry about that right now?"

Rainbow said, "Yeah, we are kind of getting off course, aren't we, Knuckles? I mean, this Eggman guy is making me madder and madder, obviously, but now probably isn't the time to be focusing on what he did before and instead focus on what's currently going on, right?"

Knuckles shrugged, "Yeah, sure, Rainbow."

Twilight decided to get the conversation started again by asking, "So what's so special about this Metal Sonic? Based on what Tails said, I'm going to guess Metal Sonic was just one of the robots that Dr. Eggman built."

Sonic replied, "You would be right about that, Twilight. Back when the idea was still new, Eggman experimented with several different designs while building robot versions of me. Metal Sonic is definitely the most unique robots out of all of them, in more ways than one. I mean, most of the other robots Eggman built were totally faithful to him; Metal Sonic is one of the few to rebel against him… and he's done it more than once, I might add!"

Rainbow Dash laughed, "Ha ha! This guy is smart enough to build all these different machines and he builds one that actually turns on him? That's pretty funny!"

Applejack chuckled, "Yeah! That's pretty sad. That'd be like Twilight totally messin' up an easy spell!"

The aforementioned unicorn giggled nervously, "Yeah… Boy, would I feel stupid…"

While Rainbow and Applejack continued to laugh, Sonic noticed that uneasy look show up again in Twilight's eyes. "_What's with that look? Is there something bothering her?_" he wondered.

He didn't get a chance to ponder this, though, as Fluttershy meekly asked, "Um… why would Metal Sonic turn against Eggman? Did he want to be friends with all of you instead?"

Tails said, "Unfortunately, no. That would be pretty cool, though, having a reformed Sonic robot helping us against Eggman. Anyway, what Knuckles mentioned earlier? That was what Metal Sonic did after putting Eggman somewhere where he wouldn't get in the way."

Rarity asked, "What was he trying to do again?"

Knuckles explained, "He was trying to collect all of our data. When he became Neo Metal Sonic, in addition to getting a new appearance, he gained the ability to shapeshift. He posed as Eggman, getting us all to fight him so he could copy all of our data, since he thought knowing everything about us would make him invincible so he could rule the world. We eventually fought him in his true form, after he revealed himself and used the power of Chaos to turn into a monster. As you can probably guess, he wasn't as perfect as he thought he was. Even though Metal Sonic had turned on him, Eggman still rebuilt him sometime afterward."

Spike asked, "So he managed to make him loyal again?"

Tails said, "For the most part. We've seen him turn on Eggman one other time since he was put back into action. One of Eggman's more recent schemes saw him disguising himself and setting up a World Grand Prix competition under the fake name he had taken on. One of the competitors in the competition was a robot he built capable of gathering data on the other racers. He was going to use this data to prove that he was the fastest in the world."

Twilight raised an eyebrow, "He set up a fake competition just to prove he was the faster than anybody else?"

Tails scratched his head, "Well, that's Eggman for you. He likes to stand out in any way he can. Anyway, not only did this plan fail, but it turned out Metal Sonic had been posing as the robot Eggman had built, passing on fake data to him while keeping the real data for himself. He then challenged Sonic to a race, which Sonic won. Metal Sonic ran off after he lost, but Eggman managed to get him back."

Rarity said, "Goodness, all this talk of planning, posing, revealing… It reminds me of the royal wedding in Canterlot."

Knuckles asked, "Of all the things you can think of, Rarity, you think of a wedding after hearing a story like that?"

Applejack said, "Wasn't just any weddin', Knuckles. It was the weddin' between Princess Celestia's niece, Princess Cadance, and Twilight's brother, Shining Armor."

Sonic looked at Twilight and asked, "You have a brother?"

Twilight answered, "Yes. My older brother is the Captain of the Royal Guard in Canterlot. Also, Princess Cadance was my foalsitter when I was little."

Sonic whistled, "Wow. That must've been some wedding."

Twilight replied, "It was, actually, especially since it had to be put on hold to deal with an army of changelings."

Tails asked, "What's a 'changeling'?"

Twilight said, "The best way I can describe it is as a cross between an insect, a unicorn, and a pegasus pony."

Sonic joked, "An insect 'pegacorn'? That sounds way stranger than a griffin. Why are they called changelings?"

Scootaloo piped up, "They're called that because they've got this really crazy magic that allows them to take on any pony's appearance! They can look exactly like any pony they want, right down to the cutie mark!"

Sweetie Belle added, "And that's why my sister was thinking of the wedding! Some kind of threat had been made against Canterlot, so Twilight's brother set up a shield to protect the city! But it turns out the Queen of the Changelings was already inside the city, posing as Princess Cadance! And she was nothing like the real Princess Cadance!"

Sonic shrugged, "Hm. I'm not surprised. A copy is usually inferior to the original, after all. Metal Sonic sure is!"

Twilight nodded, "Yeah." For a second, she felt was miles away again, but she shook her head to clear it and asked, "So aside from being able to think for himself and deceive others, how else was Metal Sonic, as you put it, unique?"

Sonic replied, "Most of the other robots had clunky designs and were more designed for fighting in close quarters. He tried a different approach with Metal Sonic; he wasn't strictly designed for close quarters fighting like the Mecha Sonic that we encountered in the Sky Sanctuary or the Silver Sonic that protected the original Death Egg. He could handle himself in a fight if need be, but he was built to be fast, to be able to race me. That's actually what makes him more dangerous than any of Eggman's other robot versions of me."

Spike spoke up, "I can believe that. He sure gave Tails a tough time when they were fighting on that, uh… that long road… thing."

Sonic looked over at him with a raised eyebrow, "Long road thing?"

Tails said, "I'm pretty sure the place where Spike and I fought Metal Sonic was the same place where you had your first race against him, Sonic."

Sonic's eyes brightened in understanding. "Oh! You're talking about Stardust Speedway! Okay, I know which 'long road thing' you're referring to."

Tails thought to himself, "_I'm glad Spike remembered to mention that. I'd just about forgotten what I wanted to ask Sonic._" Before anyone else could say anything, Tails asked, "Hey, Sonic?" When the blue hedgehog looked at him, he spoke, "While Spike and I were there, Stardust Speedway looked to be in pretty bad shape. The sky was full of red clouds and lightning, the city looked pretty desolate, and even the road seemed kind of dirty. Was that really where you raced Metal Sonic? I mean, I know you did race him, but did you race him there too? That place looked like an Eggman kind of place, and I know you were able to collect all of the Time Stones and drive Eggman completely off of the Little Planet."

As Sonic thought about this, thoughts began to arise in Spike and the ponies' heads. "_Time Stones?_", "_Little Planet?_", and "_What the hay are they talking about now?_" were some of the things they were thinking.

Sonic soon spoke, catching everyone's attention, "Now that I think about it, yeah. I did go up against Metal Sonic in a ruined version of Stardust Speedway, Tails. Thanks to that ugly statue of himself that he was building, Eggman managed to find the Time Stone hidden there before I could get to it, so I wasn't able to travel to the past and destroy his robot machine. To get to the doc's base, I had to follow him into the future, which looked like the ruined future you just described. I managed to get back to the present after defeating Metal Sonic and rescuing Amy and headed for Eggman's base, where I managed to recover both the Time Stone from Stardust Speedway and the one he originally found that he used to spread his influence in the past. I was more focused on making sure Eggman didn't escape with any of the Time Stones and rescuing Amy at the time, and since Eggman's base started falling apart after I beat him, I didn't have any time to go back and check on Stardust Speedway. Maybe you saw that future because of whatever means Eggman used to recover Metal Sonic on the Little Planet's return."

Tails replied, "Maybe. I mean, Metal Sonic didn't just look exactly like the original, he fought the same way, even having attacks similar to the ones he used when we fought him together."

Rainbow Dash loudly interrupted, "HEY! Whatever you guys are talking about sounds like complete gibberish to the rest of us! You mind explaining a few things to us, or at least telling us just what the hay you're going on about?!"

Tails sheepishly said, "Uh, sure, Rainbow. What do you guys want to know first?"

Twilight asked, "Well, for starters, can you tell us a little bit about this 'Little Planet' thing?"

Fluttershy softly added, "Yes, um, what is it, exactly?"

Sonic spoke, "Simply put? It's a natural satellite that orbits our planet, kind of like the Moon. But the fact that they're both satellites is where the similarity ends; the Little Planet is a lot greener, there may or may not be people living on it, and we only see it for one month every year."

Applejack asked, "Why only one month?"

Tails said, "We're not completely sure. We know now that it orbits our planet, but the only reason we learned of the Little Planet's existence in the first place was because of the legend surrounding it. The legend itself states that the Little Planet appears for one month every year over Never Lake. We think the reason we never see it for the rest of the year has something to do with the Time Stones. But we'll talk about those later."

Spike asked, "So basically what you're saying is that, for a whole month, you can actually see this planet from this 'Never Lake' place?"

Sonic nodded, "That's right, Spike. I'm sure you'd need a telescope to get a good look at it from the lake, though. Unless, of course, Eggman has plans for the Little Planet, in which case he'll drag it down into our planet's atmosphere."

Twilight asked, incredulously, "He moved a whole planet?!"

Tails said, "Well, it's not a big planet; hence the name 'Little Planet'. But yeah, Eggman's pulled it down close to the surface of our planet before."

Twilight asked, "How? And you said the Little Planet orbits your world, so it has its own gravity, right? Wouldn't bringing it down to the surface of your world throw off the natural balance and cause natural disasters?"

Sonic answered, "Eggman used a huge chain to pull it down the first time, and then did the same thing the next time it appeared while he was building his new Death Egg around it. I thought it was pretty hard to believe myself the first time he did it. And then he surprised me again when he ended up doing pretty much the same thing for a bunch of planets that were nowhere near where ours is. As for natural disasters, there are never any major weather changes that occur when it normally appears over Never Lake, and nothing unusual was reported when Eggman brought it down. Maybe our planet's used to the Little Planet's annual appearances, or maybe it's just something else about the Little Planet that we can't explain."

Rarity asked, "But why would this Dr. Eggman you've been talking about want to move the Little Planet in the first place? Was it because of these Time Stones you mentioned?"

Sonic nodded, "That's right, Rarity. The Time Stones have the power to warp through time, though this is only possible on the Little Planet. The Time Stones cannot be taken off the planet. That's why we think they're the reason why we only see the Little Planet for one month every year."

Tails added, "Having just one Time Stone would allow whoever possesses it to travel to almost any point in time. That's how Eggman was able to briefly ruin the Little Planet and how Sonic was able to prevent him from taking it over completely. Collecting all seven is rumored to grant the power to reshape time itself."

Sonic grinned sheepishly, "Yeah, I never did find out if that's true or not, seeing as I had to get Amy out before Eggman's base could collapse right on top of us."

Tails said, "Well, you stopped Eggman and saved the planet, Sonic. That's what counts. Anyway, that's why Eggman went after the Little Planet in the first place. The next time it appeared, he built his Death Egg Mk. II around it after chaining it and dragging it down again."

Applejack raised an eyebrow, "Death Egg? What's that all about?"

Sonic asked, "Remember the ARK? Remember how it was a research facility in outer space?" Twilight, Spike, Rainbow Dash, Applejack, and Scootaloo all nodded in confirmation, so Sonic said, "The Death Egg was similar, except this space station was made to be a fortress to help spread Eggman's tyranny over the planet. I still remember it as one of Eggman's greater weapons."

Tails said, "We dealt with the first Death Egg when Eggman and his robots raided West Side Island. That's where I was born, and it's also where I met Sonic. We had to chase Eggman across the island, but he eventually led us to that city we were at earlier. I remember now that's where we were: Eggman's Metropolis."

Rainbow growled, "So that was Eggman's city! I should've guessed based on everything else we know about that jerk!"

Tails hesitantly said, "Uh, sure Rainbow. Anyway, after we dealt with Eggman there, we followed him up to his Wing Fortress, where he used a shuttle to get to the Death Egg. Sonic managed to hitch a ride with him and got on board the Death Egg, where he battled with Silver Sonic and the Death Egg Robot. The fighting set off a chain reaction that caused an explosion within the Death Egg. We thought it had been destroyed, but we later learned it had crash-landed on Angel Island, Knuckles' home."

Twilight asked, "So is that how you guys met?"

Knuckles rubbed his head as he spoke, "Yeah, though I wouldn't exactly consider setting traps and just in general making things rough for them to be an example of a stellar first meeting, Twilight."

Applejack asked, "What are ya talkin' about, Knuckles?"

Knuckles explained, "I met Eggman shortly after the Death Egg landed on Angel Island. Because of my duty, I don't get to leave Angel Island very often; as a result, I was a bit… uh…"

Sonic grinned, "Gullible?"

Knuckles glared at him and yelled, "Hey, I'm telling it!"

Sonic held up his hands, "Hey, relax Knuckles! I'm just trying to help out!"

Knuckles growled, "Yeah, well, you can keep your colorful commentary to yourself, wise guy!"

Sonic rolled his eyes, "Fine. Don't mind me, 'Captain Trusting'."

Twilight asked, "What does that mean?"

Knuckles looked over at her sheepishly as he said, "Well, uh, you see, Twilight, back then I didn't get a lot of visitors to my island, if any at all. So when I met Eggman after his Death Egg crash-landed, I kinda, sorta believed him when he said that Sonic and Tails were the bad guys…"

Rainbow Dash immediately shouted, "You WHAT?! He ended up on your island with a huge space station thing and you actually listened to what he was saying?!"

Knuckles growled, "Hey, up until that point, I was pretty much cut off from the world outside of Angel Island! You try carrying out an important duty in complete isolation for years and see how willing YOU are to trust the first person you see!"

Rainbow retorted, "I know it wouldn't matter what anypony told me, even if I did spend a long time by myself! In that situation, I'd still regard anything I was told with suspicion!"

Applejack scoffed, "Oh please, Rainbow! We all know that if somepony claimed to know you and how 'cool' you are, ya'd instantly give 'em the benefit of the doubt! Besides, Knuckles just said he was isolated from the rest o' the world! He probably had no idea what the Death Egg was and Eggman fed him a bunch o' lies!"

Rainbow Dash looked ready to launch into one of her usual arguments with Applejack, but before she could say another word, Fluttershy suddenly flapped her wings and lifted off the ground, flying over to Knuckles and hovering just above him. She then spoke in her sweet, soft voice, "Oh, please don't be angry at Rainbow Dash, Knuckles. She didn't mean anything bad by what she said. And it's okay; I'm sure the real reason you believed Dr. Eggman is because you have a very trusting heart and you want to believe there is good in everypony. I think that's really sweet, actually."

Knuckles grunted, "Uh, I guess that's one way of looking at it, Fluttershy." He then smiled, "Who knows? Maybe that is the reason."

Sonic shrugged, "Yeah, I guess you could look it at that way, Fluttershy. And Knuckles has wised up a bit. At least as far as Eggman is concerned."

Rarity said, "Well… I suppose that's good. So everyone is okay with the fact that you all have, well, butted heads before?"

Tails giggled, "It's happened more than once, Rarity. Sonic and Knuckles are just funny when they're together."

Cream added, "And Sonic was able to destroy Dr. Eggman's Death Egg after Knuckles learned the truth about him. So they did part on friendly terms. And nowadays, Sonic and Knuckles usually only fight for fun."

Rainbow asked, "And you guys are okay with that?"

Sonic grinned, "Sure. Everybody's used to it by now. And it looks like something similar goes on between you and Applejack."

The orange earth pony chuckled, "Heh, heh, you got that right, Sugar-hog! Rainbow often wants to throw down with somethin' when she's not bein' lazy!"

The cyan mare glared at Applejack out of the corner of her eye and then loudly said, "Right, well, I think we've rested enough. Shouldn't we get going and find our friends?"

Sonic stood up before replying, "Yeah, I guess you're right, Dash." He then looked at the others and asked, "What do you guys think?" Everybody nodded in agreement and they all stood up, picking up anything they had with them.

As he was picking up her scooter, Scootaloo walked up next to Tails and asked, "What about that other time you mentioned, Tails? You know, when you said Eggman built another Death Egg around the Little Planet or something?"

The fox replied, "Oh that, yeah. Well, that happened some months after the original Death Egg's destruction, around the time of the Little Planet's annual appearance. Sonic had found out that Eggman was up to no good on the continent neighboring the one he had explored a few months back, so he came to me to ask if I'd tag along. Of course, I agreed; I didn't want to miss out on another adventure. After we arrived on the continent, we started searching the ruins of an old castle and the surrounding forest. As the sun went down, we saw that the Little Planet had already revealed itself. However, it had not only been chained down again, but Eggman was building something around it, which we later found out was the Death Egg Mk. II."

Applejack asked, "Why was he buildin' a new Death Egg around it?"

Sonic supplied the answer, "Because it was more cost-effective. He was using the Little Planet like a massive organic battery, similar to how he used small animals to power his older robots. As it turned out, the doc had been planning for this since our last showdown."

Tails explained, "Aside from Eggman, we also had to deal with Metal Sonic, whom Eggman had apparently revived when the Little Planet was approaching our world. We had to deal with both of them as we pursued them across the continent, eventually following them up to Eggman's Sky Fortress. Before it was destroyed, Eggman and Metal Sonic were able to escape to the new, though still incomplete, Death Egg. We managed to follow them into space by taking one of the escape pods left behind on the Sky Fortress."

Spike asked, "Yeah? And then what happened?"

Sonic said, "Well, we went looking for Eggman and Metal Sonic, of course. After they briefly fought us together, Metal Sonic came back to challenge me and Tails to another race. Despite the obstacle course we were racing on, we were able to beat him and he disappeared into the depths of the Death Egg after getting electrocuted."

Scootaloo asked, "So then you went after Eggman, right?"

Tails nodded, "Yeah. We followed him to the heart of the Death Egg, where he was waiting with his Egg Heart machine. It was a tough battle, but we managed to beat him. Not long after the Egg Heart was destroyed, a chain reaction spread throughout the Death Egg Mk. II, causing explosions on the inside of the station. We managed to find more escape pods and used them to escape, allowing us to return to our world while the Death Egg powered down."

Rainbow asked, "You mean you didn't destroy it?"

Sonic said, "We weren't able to at the time, Rainbow. We hadn't counted on Eggman building a new Death Egg around the Little Planet. If we had destroyed the Death Egg at that point, then the Little Planet would've been caught in the blast."

Rainbow murmured, "Oh yeah… Good point."

Tails added, "By forcing it to power down, we made sure Eggman would have to repair the Death Egg in order to use it and kept it from causing any more harm to the Little Planet."

Scootaloo asked, "But you guys did eventually free the Little Planet and destroy the Death Egg, right?"

Tails started, "Well…" Before he could get any further, a loud explosion from somewhere in the jungle startled everybody, some of them leaping up in shock.

"What was that?!" Spike exclaimed.

Suddenly, the clearing they were in seemed to get darker. "Hey, where'd the sun go?" Sweetie Belle asked.

Knuckles looked up towards the sky, only to see a long red ship with a familiar insignia on the side that looked like a shark. "Look! Isn't that one of the Egg Fleet's ships?!" he asked while pointing up at it.

Tails said, "I think you're right, Knuckles! We'd better get everyone out of here!"

Applejack looked back at him and asked, "Why?" A second later, one of the cannons on the ship fired a shell that crashed through jungle canopy and exploded somewhere nearby, going right through any plants in its way. Applejack winced and said, "Uh, never mind. There's mah sign."

Sonic called, "Come on, people, let's move it!" He then led the way deeper into the jungle, Twilight, Applejack, and Rainbow Dash hot on his heels while Tails stayed close to Rarity and Fluttershy (Spike clinging onto her back and leaving behind the leaf as she ran) and Knuckles pulled Cream along as she carried Cheese, Scootaloo, and Sweetie Belle in her arms.

As the group members ran as fast as they could through the jungle, the ship continued to fire exploding shells down into the jungle. Most of them landed far away, due to the ship not being able to keep a solid lock on them due to the jungle canopy, but a few came worryingly close to exploding on top of them.

After one shell exploded behind the group, Rainbow Dash shouted, "Geez, how long can that thing keep this up?!"

Tails, as he ran behind her, called, "Who knows?! If the whole Egg Fleet is here, there's probably enough arsenal to burn this jungle to the ground!"

Applejack groaned, "Oh, this is bringin' up bad memories of the changeling invasion!"

As they continued running, Tails soon noticed that they were running out of room to run. Not far ahead, the path ended with a steep drop, and there was no telling how far the drop would be. But he also noticed something near the edge of the drop. Raising a finger to point, he called, "Hey, Sonic! Look at those flowers!"

Sonic looked and saw what his two-tailed friend was referring to. "All right! Good thinking, Tails!" he called back before speeding ahead of the group, the wind directly behind him beginning to pick up. As he got closer to the flowers, he planted his feet against the ground and slid past them, the wind following after him. The ponies soon caught up with him, as did Tails, Knuckles, and Cream, but before they could ask what he was doing, they noticed that the top of the flowers were beginning to spin around like Tails' tails. Soon afterwards, the flowers split from their stems, spinning and hovering in the air.

"Those flowers can fly?!" Twilight asked.

Sonic nodded, "Yep!" He then waved his arm, saying, "Let's go! We'll ride them out of here!" Twilight, Applejack, and Rainbow Dash hurried over to Sonic as he grabbed the farthest flower. He then grabbed one of Applejack's hooves while Twilight wrapped her forelegs around the earth pony's hind legs. As Rainbow followed the flower as it began flying away, Tails grabbed onto the next flower and grabbed one of Fluttershy's hooves, holding onto her while Spike held onto her back and Rarity wrapped her forelegs around her hind legs as they lifted off. Knuckles, still holding onto Cream, grabbed the last flower and followed the rest of the group deeper into the jungle just seconds before a shell exploded against the spot where they had been.

The wind blew all of the flowers in the same general direction: towards the deepest part of the jungle, where they would be able to lose the ship raining fire down on their heads. The only problem was that they weren't all being carried off in the exact same direction. As they flew, the flowers began to drift further apart from each other, heading for different landing spots. When Rainbow Dash noticed this, she was left unsure of which one to follow for a minute before finally deciding to stick with Sonic's flower, zooming after it as it disappeared into the jungle.

**In one part of the jungle…**

Knuckles looked around as the flower began to lose altitude, noticing that they were flying above a swampy part of the jungle. As he glanced around, Sweetie Belle spoke up, "Um, are we going to be landing soon? I'm… feeling a little nervous right now."

Cream looked down at her and said, "Don't worry, Sweetie Belle. I'm sure there's some solid ground here in the jungle. It won't be long now." Cheese chirped in agreement.

The rabbit, Chao, and Crusaders looked up as Knuckles spoke, "Hey, look! It might not be very safe, but there's a spot where we can land." They followed his gaze to see part of a green path above the swamp water. They had to agree; it was better than nothing. Knuckles looked up at the flower, saying, "I don't know if this thing is going to be able to make it over there, though." He looked down at Cream and asked, "Cream, if I let you go, do you think you can fly the rest of the way? I'd offer to let you ride on my back, but unless Cheese can carry those two, you've got your hands full."

Cream replied, "It's okay, Mr. Knuckles! You can count on me!" She then began to flap her rabbit ears, Knuckles letting go of her hand when he saw that they were flapping fast enough. The rabbit faltered for a moment after he let go, but then she wrapped her free arm around Scootaloo, Sweetie Belle, and Cheese and headed for the patch of land. Knuckles let go of the flower soon afterwards, letting it fly off in another direction while he glided after Cream, landing soon after she did.

Cream set Sweetie Belle and Scootaloo down after Knuckles landed while Cheese flew up out of her arms and fluttered next to her. Scootaloo turned to her and Knuckles and exclaimed, "Wow, that was great! So you two can fly too?"

Knuckles scratched the side of his head as he said, "I wouldn't exactly call that flying. More like gliding on the wind currents. I can't glide upwards after all."

Cream added, "That's very nice of you, Scootaloo, but I'm not as good a flyer as Tails or Miss Rouge."

Scootaloo grinned, "I still think it's cool, Cream! And so is that gliding thing!"

Sweetie Belle looked around worriedly before asking, "Hey, where's Rarity and everypony else?"

Knuckles glanced around and said, "They must have landed somewhere else." He then rubbed his head and muttered, "Guess that means I'm stuck with babysitting duty…"

His comment went unnoticed, thankfully, as Cream walked over to Sweetie Belle and knelt down in front of her, saying, "Don't worry, Sweetie Belle. I'm sure your sister, Sonic, and the others are all looking for us right now, so we should look too. We'll be able to find them as long as we all stick together." Cheese nodded in agreement.

Scootaloo came over and said, "Sounds like a plan to me!" She then looked at Sweetie Belle and, noticing the look on her face, asked, "Are you okay, Sweetie Belle?"

The white unicorn filly looked at her friend and said, "Yeah, I-I'm fine, Scootaloo. I just want to find my sister and go back to Ponyville. I don't like being in this jungle anymore!"

Cream nodded and stood up. She then looked over at Knuckles and asked, "Is everything okay, Mr. Knuckles? We really should find our friends, but we don't have to leave right away if you're not feeling well."

Knuckles looked over at her in surprise, clearly not expecting her to say such a thing. He then looked away for a moment, sighing to himself before turning back to her and saying, "No, I'm okay. Come on, let's get going!" Cheese and the girls nodded and they all set off into the jungle, walking under some large, flat-capped mushrooms as they followed the path in front of them.

**Meanwhile, with Tails' group…**

"Sweetie Belle! Are you out there?! Can you hear me, Sweetie Belle?!" Rarity screamed at the top of her lungs.

Tails winced at her loud screaming. "_I had no idea she could scream that loud,_" he thought to himself. He then looked over at Spike (who was holding a new leaf in his claws) and Fluttershy and whispered, "She must be really worried about her little sister, huh?"

Spike shrugged, "Eh, yeah. Still, she doesn't have to make this big a deal out of it."

Fluttershy said, "Oh Spike, that's just Rarity's way of showing she cares."

Before Spike could respond, Rarity came over and cried, "Sweetie Belle's not here! What should we do now?!"

Tails spoke, trying to sound reassuring, "Now don't panic, Rarity. Sweetie Belle and Scootaloo were with Knuckles, Cream, and Cheese last time we saw them. There's no doubt in my mind that they're safe. We just landed in a different part of the jungle than they did. We're sure to find them if we look for them."

His words seemed to do the trick, as Rarity's expression began to brighten. "You're right! I don't know about Cream and her… little friend, but you're right about Knuckles! He can surely protect Sweetie Belle and Scootaloo until we find them!" she exclaimed.

Fluttershy hesitantly murmured, "Yay?" A moment later, a frog croaking could be heard in the distance behind the shy pegasus. Fluttershy turned her head to look over her shoulder and said, excitedly but softly, "That sounded like one of the big frogs that live here in the jungle! Maybe he knows where Sweetie Belle is!"

Rarity gasped, "That's right! You can ask him, can't you, Fluttershy dear? Go on and meet him; I'm right behind you!" The pink-maned pegasus nodded and flew off in the direction of the croak, Rarity trotting after her. Tails and Spike looked at each other for a moment before running to catch up with them.

The two of them soon stepped around a red plant and found themselves in a clearing. They noticed Rarity standing a short distance away and walked over to her. When they were standing alongside her, they could see Fluttershy fluttering in front of, as she thought, one of the jungle's giant frogs. Tails gasped when he noticed the frog's black coloration and shouted, "No, Fluttershy! Don't talk to that frog!" But he was too late; the frog had already begun croaking.

Spike looked up at the fox and asked, "What's the matter? It's going to summon rain, same as all the other frogs we've seen, right?"

Tails replied, "Well, yes and no."

All of a sudden, the rain started falling and Spike held the leaf he was holding up over Rarity. "Thank you, Spike," she said nicely, but then she noticed that, unlike with the green frogs' rain, the area seemed to be a little darker while the rain fell. "That's strange… Something seems different about this rain," she noted.

Tails nodded, "Yeah…" He then looked up at the leaf and said, "Uh, Rarity? You might want to shield your hair with your hooves. Like, right now." The white unicorn looked at him quizzically and then followed his gaze up to her makeshift umbrella. She gasped as she realized it was quickly wilting and dropped to the ground, placing her hooves on top of her head as the rain drops began to pelt her. The rain persisted for another couple of seconds before clearing up.

The black frog croaked something at Fluttershy and then quickly hopped away. The yellow pegasus watched him hop away with a surprised look on her face and squeaked out, "I'm sorry, Mr. Frog. Did I say something that upset you?" But even if she shouted, the frog was already well out of hearing distance, so she got no reply back. A second later she turned around to face her friends and gasped softly when she saw all the wilted plants. She quickly flew over and landed in front of the trio, asking, "Wh-what happened to all the plants?"

Tails sighed, "Those black frogs are a little different from the green frogs we've seen so far, Fluttershy. Their rain causes plants to wither and die instead of grow."

Rarity looked at him and asked, "Rain that plants are unable to survive under? If I hadn't seen it just now, I never would've believed such a thing existed!"

Tails nodded, "Yeah. I guess it's because those black frogs are a lot like poison dart frogs. Their toxicity must somehow affect the rain they summon." He looked around a moment before saying, "We should still see some green frogs out here, but we'll have to try to watch out for those black frogs as we go, okay?" Spike, Rarity, and Fluttershy nodded in agreement. The four of them then started walking again, resuming the search for their friends.

**Elsewhere…**

Sonic, Twilight, Applejack, and Rainbow Dash were all stopped along the side of the path they had been following through the jungle, all of them having agreed to stop and rest for a few minutes in order to get their bearings. Earlier, Rainbow Dash had tried to quickly find everybody else by searching from the air, but was unable to do so due to how dense the jungle had become.

As she leaned back against the tree she was sitting next to, Applejack sighed, "Shucks, how'd we manage to get split up like this? This ain't like when we were in the Canterlot Hedge Maze and Discord made those hedges rise up ta separate us."

Sonic glanced over at Twilight for a second from the rock he was reclining on, the lavender unicorn quietly flipping through a few more pages of her book as it lay on a dry patch of moss. He then looked over at Applejack and said, "We were pretty much at the mercy of the wind back there, Applejack. And the wind can't be controlled any more than the rain or the seasons."

Rainbow Dash looked over from the low-hanging tree branch she was resting on and asked, "What are you talking about, Sonic? Of course things like the weather and the seasons can be controlled! That's how Equestria works!"

Sonic raised an eyebrow, "Huh?"

Applejack tilted her hat up and looked at Sonic, explaining, "We got a pretty tight control on things in Equestria, Sugar-hog. Princess Celestia moves the Sun, Princess Luna moves the Moon, and we ponies pave the way for the seasons. Like with the Running of the Leaves, to get the trees to drop their leaves for autumn. And of course there's Winter Wrap-Up, where everypony in Equestria spends the last day of winter gettin' everything ready for spring."

Rainbow added, "And Cloudsdale is the home of the weather factory, which makes all of Equestria's weather and everything related to it. Snowflakes, rainbows, clouds… you name it, the weather factory makes it. We schedule all sorts of weather occurrences with the weather factory; they can even create wind!"

Sonic shrugged, "Huh. Well, things are a little different here, Rainbow. We don't have a place like the weather factory that supplies all of our needs. Besides, you might be able to create wind, but that's about all you can do. The wind is totally free; you can make it, direct it, what have you, but it'll still do what it wants to do. That's one thing you can't control."

Rainbow Dash glared at him and spread her wings, getting up off her back and flying over to the hedgehog, getting right in his face. "Is that so? Well, I happen to have a portal leading straight to Cloudsdale in my house! Why don't we go there when we get back and we'll find out from the pegasi working at the weather factory!" she yelled. Sonic said nothing in return; he simply looked back at her, his calm gaze meeting that of the cyan pegasus'.

Applejack called, "Simmer down there, Rainbow. This ain't the time or the place to be startin' up somethin'." Rainbow Dash slowly lowered herself to the ground, her eyes still holding a bit of fire in them. The orange earth pony then added, "Besides, even if it was, we got better things to do than have Twilight break up an argument between the two o' you. Ain't that right, Twilight?"

The lavender unicorn flinched, having not expected to be made a part of the conversation and being jerked out of her thoughts so suddenly. She cleared her throat and replied, "Yes, you're absolutely right, Applejack. In fact, we should probably get moving soon." She used her magic to close her book and levitated it back into its saddlebag. She then stood up and said, "Before we go, though, I'm, uh, going to go to the little fillies' room." Before anyone could say anything, she trotted over to a nearby bush and leapt over it, leaving a trail behind her with her magic as she scurried away so she could find her way back.

Applejack stared at where Twilight had gone for a moment before saying, "That was… a bit odd fer Twilight. Ah hope she doesn't have somethin' on her mind."

Rainbow Dash shrugged, "Eh, it's probably nothing, AJ. If Twilight is worrying about something, it's probably something silly and totally not worth getting worked up over."

Sonic looked at her quizzically, "And you don't think someone should talk to her when she has something on her mind, no matter how small it may be?"

Rainbow replied, "Come on, Sonic! Spike told us about how, when she ordered some cupcakes this one time, she was so intent on making sure each cupcake had EXACTLY the same amount of frosting that she tried to fix them herself and ended up leaving almost no frosting on them. Or the time she apparently woke him up in the middle of the night because she was freaking out about planning her schedule for the month or something. Can you believe that?" She started laughing at how precise her bookworm friend tried to be while Sonic just gave her an odd look.

After a moment, the hedgehog slid off of the rock and, after stretching, started walking in the general direction of the bush Twilight had leapt over. Applejack watched him curiously and asked, "What're ya doin' there, Sonic?"

Sonic stopped and looked at her and said, "I'm just gonna go stretch my legs, Applejack. I'll be back in a bit." He then walked past the bush before stepping over some foliage, soon leaving Rainbow and Applejack's sight.

The orange earth pony raised an eyebrow, "He's actin' kinda strange too."

Rainbow Dash said, "He's probably thinking about what we told him about Equestria and Cloudsdale, especially Cloudsdale. He and Tails told us a lot of cool stuff and we told him some cool stuff. We were just returning the favor."

Applejack rolled her eyes, "Right…"

Rainbow turned to her and said, "We should probably make sure we're ready to leave when they get back. Want to hoof-wrestle and stretch those muscles out?"

Applejack stood up with a grin, "You're on, Rainbow." She trotted over to the rock Sonic had been resting on and stood on the side opposite to Rainbow Dash. They then held out their hooves, loud grunts soon filling the air as the two friendly rivals tried to overpower each other.

**Meanwhile…**

Twilight was lying down on her stomach in front of a large tree, the same way she had just a minute ago. Her book was once again open in front of her, but she wasn't reading it. Instead, her chin rested atop its open pages and she had her hooves on the side of her head as she muttered to herself. "I've got to stop thinking about these things… Just listening to my friends talk about them is enough to bring those feelings back… No, no, it's not their fault! It's never their fault. Oh, how I wish that were always true… but no! In this case, it isn't! I'm the one who… Come on, Twilight, you've been through this before and it usually hasn't ended as well as you'd like. Keep it together for once! You can get over this."

*SNAP*

Twilight's head jerked up and she gave a light gasp at that sound. She looked back over her shoulder in the direction she had heard the twig snap and asked, "Who's there?!" Her eyes roamed around, but she didn't see anybody. Suddenly, there was a gust of wind coming from her front and she faced forward. Again, though, she saw nothing. Looking down, she gasped, "Hey, where did my book go?!" She leapt to her hooves and started frantically searching the immediate area for it. As she trotted around the side of the tree, she spotted a familiar blue figure sitting up against it, holding her book. "Sonic?!" she exclaimed.

The blue hedgehog said, "Interesting book you have here, Twilight. I don't really get a lot of the stuff I'm seeing here, but maybe that's because I'm not a magic user." He closed the book and then held it out towards the unicorn, adding, "Nice to know you're not just using it as a weapon. Personally, if I was going to use a book for that reason, I'd use a dictionary."

Twilight angrily snatched the book out of his hand, stuffing it back in her saddlebag and saying, "You know, if you wanted to look at it, you could've just asked me! You didn't have to sneak up on me like that!"

Sonic shrugged, "Yeah, I could have. But then I would've interrupted that conversation you were having with yourself."

Twilight's eyes widened at those words and she reeled back for a moment. She then bowed her head and blushed, asking, "You heard that, huh?"

Sonic replied, "Just the tail end of it. So, uh, what's up with you recently, Twilight?"

Twilight looked away and asked, "What do you mean?"

Sonic looked straight at her and said, "Come on, you know what I'm talking about. I've seen you staring off into the distance in the middle of a conversation and then acting like nothing is wrong, you acted all nervous when Applejack made that joke, and that whole thing just now with Applejack and Rainbow Dash… Something's on your mind, Twilight, and unlike Rainbow Dash, I think it's something big."

Twilight lowered her head in defeat. "Okay, you got me," she muttered.

Sonic stood up and asked, "So are you gonna tell me what it is, or…?"

Twilight looked up at him and said, "Well, we can talk. It's just, uh…" Sonic looked at her face as her eyes trailed off. He soon had an idea what her current problem was.

He pointed over his shoulder with a finger as he said, "Come on. Maybe a walk will help you get your thoughts in order." Without waiting for a reply, he turned and started walking away. Twilight watched him for a moment before quickly trotting towards him and then slowing her pace to walk alongside him.

After a few moments, Twilight hesitantly asked, "So what did Rainbow say about me?"

Sonic answered, "Basically that you're a worrywart who obsesses over even the smallest details."

Twilight looked miffed for a moment, but then she sighed, "That's… not too far from the truth, you know."

Sonic replied, "I didn't say it wasn't. But I do think she could have found a nicer way to say it."

Twilight said, "Well, that's just the way Rainbow is occasionally. That's not a bad thing, of course, but sometimes we wish she'd show a little more emotion, like earlier with Scootaloo."

Sonic nodded in understanding. Thinking for a moment, he asked, "Is that what you were thinking about? Your friends or something related to them?"

Twilight looked at him in surprise and said, "N-no! It has nothing to do with my friends! Well, maybe a little, but that's not… I just…" She growled to herself as she trailed off, silently cursing her lack of social skills.

Sonic turned his head towards the lavender unicorn and calmly spoke, "Look Twilight, if you don't want to tell me, I'll respect that decision. You should know, though, that I'm not judging you. I'm asking you to share your problems with me because you're a sensitive girl and I'm worried about you."

Twilight looked at his face, studying it for a moment. "_He does look like he is genuinely concerned…_" she thought. She then asked, "Are you sure about that? You're not going to look at me funny if it turns out to be a small problem that nopony else would worry about, like Rainbow Dash said?"

Sonic replied, "I might joke around a little from time to time, but deep down, I take concerns and problems of all sizes seriously. Like when those Shadowbolt guys challenged us to a race."

Twilight remembered Tails' words while they were working on the damaged saucers he had found, that Sonic was secretly taking her concerns about the race seriously. Still, she looked away and said, "Well… you still might be surprised by how I feel about failure."

Sonic shrugged, "When it comes to failure and loss, I think a loss is easier to get over than a failure. Failing at or with something seems like it would leave a bigger mark on someone than a loss would, but that's just me."

After a moment, Twilight spoke, "Well, my friends and I are often getting into mishaps and other situations, but the ones I've been at the center of lately, I'm not proud of." Sonic eyed her curiously; she explained, "Like the mistake I mentioned to you, Tails, and Cream when I was telling you about the friendship reports. When Princess Celestia gave me the assignment, she wanted to hear from me regularly. And up until that point, I had been sending her a letter on friendship every week."

Sonic guessed, "So you started to associate regularly reporting in with sending her a letter at least once a week?"

Twilight nodded, "Yes. And when I learned it had been a week since the last time I sent her a letter, I… kind of went overboard with trying to find something to report to her. Since my friends were… busy, I tried to make a friendship problem to resolve. That quickly led to me casting a 'want it, need it' spell on my old Smarty Pants doll that, like I said, just about all of Ponyville got caught under the influence of because I lost control of it. Thankfully, Spike had written to Princess Celestia beforehoof, so when she came to Ponyville and found out what was happening, she was able to remove the spell."

Sonic said, "Well, that was nice of Spike. So what happened to the doll?"

Twilight looked at him with an odd expression, finding it hard to believe that he was asking about that of all things. The look on his face told her he did want to know, though, so she answered, "I later found out that Applejack's big brother, Big Macintosh, took it after the spell was broken. I guess he really did like Smarty Pants, even without having the spell on it…"

Sonic chuckled, "Heh, that's kind of cute, actually. He must be a big softie, deep down."

Twilight asked, "Why did you ask about that, anyway? Aren't you at least a little appalled that I lost my rationality and tried to make a problem just to please my mentor?"

Sonic replied, "No. I don't mean to speak bad about her, since it sounds like you really respect her, but it seems to me she could've been a little more specific as to what 'regular' meant. You clearly didn't know, and since she didn't give you any feedback on what you were doing, it must've seemed like you were doing what she asked. Anyone could've put two and two together and come to that conclusion, not just you."

Twilight just stared at him, dumbfounded. By this time, they had circled halfway around the tree and were now walking back to where they started. Twilight soon regained her composure and said, "Well, okay. But then there was that time where I met myself."

Sonic raised an eyebrow, "Met yourself? What, like by time travel?"

Twilight nodded, "That's right, and she- I'd come to deliver a message to myself. But I was so amazed at the thought that time travel was actually possible that I didn't give myself a chance to speak, except to tell me where the time travel spells were kept. She- I ended up disappearing before I could give myself the message."

Sonic smiled, "I could see Tails having a similar reaction if he met a time-traveling version of himself. So what happened?"

Twilight explained, "When I first saw me, the time-traveling me, she was in bad shape. She was wearing a torn cat suit, her hair was a mess, and she had a bandage and eyepatch on. Since I didn't get the message, I assumed some sort of disaster must have happened by next Tuesday morning, which was when she- I time-traveled. I managed to convince everypony that there could be a disaster coming and supervised the disaster-proofing all of Ponyville, making sure the dam wouldn't break and bridges wouldn't fall and all that." Sonic nodded in understanding; Twilight then added, "Shortly after that was done, Cerberus came into town."

Sonic asked, "Cerberus? You mean that huge, three-headed dog?" At Twilight's nod, he said, "I thought he was a myth."

Twilight replied, "No, he and Tartarus are very real. He looked like he was ready to destroy Ponyville, but Fluttershy was able to calm him down in no time at all."

Sonic asked, "Fluttershy managed to tame Cerberus?" He whistled in amazement.

Twilight nodded, "Yes, and with a little help from Pinkie Pie, I was able to get him back to the gates of Tartarus before any monsters escaped. I thought the future had been changed after that, but I reconsidered that when, after I returned home, I received a scar exactly like the one on Future Twilight's face. And after that, by late Monday night, I looked exactly like Future Twilight."

Sonic asked, "So then what?"

Twilight said, "I was still sure that there was a disaster coming, so I tried to follow up on what Future Twilight had told me and tried to find a time spell in the Canterlot Archives that would stop time. Tuesday morning came before I could find any time-related spells, though, and I found out that there was no disaster. Pinkie Pie then found a spell that would allow me to travel back in time once and I decided to use it to tell my past self not to worry about a disaster that would never happen."

Sonic smiled, "Let me guess. You were unable to deliver the message because Past Twilight kept interrupting you." Twilight nodded slowly. Sonic shook his head, "That's pretty crazy. That sounds like something that should've happened to me during my time on the Little Planet. Well, at least you managed to get out of that loop, and I'll bet you learned something valuable from that whole experience."

As they returned to the front of the tree near where they started, Twilight came to a stop and Sonic did as well a second later and turned around. Looking down, the lavender unicorn said, "Well, yes, but… I still… And then there was my brother's wedding, when the Queen of the Changelings tried to replace Princess Cadance… I… I wasn't…" Sonic looked back at her for a moment before walking over and standing next to her, turning to face the same direction she was. He then placed his right hand on the back of her head. Before she could ask, he suddenly started pushing against her head while starting to run. "Sonic, what are you doing?! I'm not used to running this fast!" she exclaimed.

Sonic replied, "That's okay. Just hold your head up and run!" With that, he began to direct her with his hand, both of them circling the tree again. Having no idea what else to do in this situation, Twilight decided to listen to Sonic, raising her head high and lifting her legs as he pushed and ran alongside her. She stumbled a bit at first, but as they began to go back around to the front, her movements began to feel… right. It seemed like a strange thing to feel, but she decided to embrace it.

Sonic began to slow down as they came closer to the front of the tree, coming to a complete stop when they reached their starting point. Sonic took his hand off of Twilight's head and stepped away, turning to face her and asking, "How did that feel?"

Twilight looked at him in amazement before saying, "I… The only time I've ever run like that is when there's trouble. I've never really run like that on my own for fun before. It… feels better than I thought it would. It felt great, in fact."

Sonic nodded and then said, "Listen Twilight, I think I have a better understanding of why you've started feeling off your game, and I'd like to help you get back on it. Thing is, you haven't told me the exact reason why, but that's okay."

Twilight asked, "Really?"

Sonic nodded, "Yeah. It's obviously something deep, something that affects you on a personal level. Since you're intent on keeping it to yourself, I'd have to really go digging to get it out of you, and I don't feel like invading your personal business like that. If you can tell me honestly that talking with me helped, though, and that you'll try to remain focused, I'll back off and let you try to sort out what you need to do on your own."

Twilight looked down, her eyes running over the ground as she thought about how she felt. "_It's still there, but… talking with Sonic did feel good. And that run just now actually did raise my spirits a bit._" After a minute, she looked back up at him and gave him a nod.

Sonic nodded back, "Good. And if you start feeling those thoughts come back, try to think about the good things that came out of those events you mentioned. Your old doll found a new home, disaster-proofing Ponyville rooted out things that could've turned into problems later on, you ultimately saved your brother and his wife from those changeling things, and I'm sure some good came out of anything else you're thinking of. Some things do need a push or a pull to begin, like Celestia sending you to Ponyville to make friends, but nothing truly starts until you take action." Twilight nodded in understanding; Sonic then added, "If you have time to worry, then run!"

Twilight managed to crack a full-blown smile at that. "Was that supposed to be a piece of advice?" she asked.

Sonic smiled back, "You never know. Besides, I was looking to see you smile. It means something good did come out of this."

Twilight's smile, which had faltered for a moment, returned at his words. "That sounds like something Pinkie Pie would say," she commented.

Sonic said, "Then I guess the both of us like seeing other people smile." The two of them shared a friendly smile at that.

Suddenly, they both heard Applejack call, "Twilight! Sonic! Where the hay are both o' ya?!"

Twilight looked back at Sonic sheepishly, "Sounds like we've kept everybody waiting."

Sonic nodded, "Yeah. Let's get going." Twilight nodded and they both hurried back along the path Twilight had marked to go meet up with Applejack and Rainbow Dash.

**Later…**

"Uh… How much longer does this jungle go on?" Sweetie Belle whimpered. They had been walking for quite a while now, but so far hadn't seen any sign of Tails or Sonic's groups. And all the while Sweetie Belle was getting more and more desperate to find her older sister.

"Please don't get sad, Sweetie Belle. Everything will be all right," Cream tried to reassure her. She looked to Knuckles and asked, "Is there any way we could try to signal to the others or leave a message for them, Mr. Knuckles?"

Knuckles came to a stop, as did the rest of the group, and he scratched his head. "I can think of a few, but I don't think they'd be very effective here. We could build a fire, but the smoke might be hard to see. I could mark the trees, but they'd have to be paying attention to notice them."

Scootaloo looked at Sweetie Belle and said, "Try calling her again. Maybe she'll hear you this time."

The white unicorn sighed and yelled, "Rarity! Are you there, Rarity?! Can you hear me?!"

Silence followed for a few seconds, but then they heard an unmistakably familiar voice, "SWEETIE BELLE!"

The little filly gasped in joy and ran in the direction she had heard it from, calling, "RARITY!" The rest of the group ran after her, soon coming across her standing next to a ledge. "Rarity, I'm up here!" she called.

The group moved over to the ledge and looked down to see Tails' group (minus Fluttershy) down below. Tails and Spike waved up at Knuckles and the others while Rarity exclaimed, "Sweetie Belle! Oh, thank Celestia you're okay!"

Sweetie Belle crouched down and then leapt forward, jumping off the ledge. Before she could start falling, Knuckles moved quickly and grabbed her in his hands. Pulling her back up, he said, "Easy there, kid. I understand you're excited, but you don't want to go getting seriously hurt in front of your sister after just finding her." He then picked up Scootaloo and leapt over the ledge himself, gliding down while Cream and Cheese flew down after him.

As soon as he landed, Knuckles set down both Scootaloo and Sweetie Belle, the latter immediately running to Rarity. While the two sisters rejoiced at being reunited, Tails and Spike walked over to the rest of the group. Tails spoke first, "Hey Knuckles, Scootaloo, Cream, and Cheese. I'm glad you're all okay."

Knuckles nodded, "Same to you guys. I see you managed to keep Sweetie Belle's sister from getting her makeup ruined."

Spike shrugged, "Yeah, we managed."

Scootaloo grinned, "You make it sound like it was easy, but I bet it wasn't."

Cream looked around and asked, "Hey, where's Miss Fluttershy?"

Even Rarity and Sweetie Belle looked up at that question. Tails looked around and said, "That's strange. She was right here a minute ago."

Rarity eyed a nearby tree with a hole in its front for a moment before releasing her sister and walking over to it. She tapped a hoof on the tree next to the hole several times before saying, "Please come out of there, Fluttershy darling. It's just some of our friends that we got separated from." A few seconds of silence followed before Fluttershy's blue eyes appeared in the hole. They blinked twice and then the shy pegasus pulled herself out of the tree.

While watching Rarity and Fluttershy come back over, Knuckles asked, "What's eating her?"

As the two friends came to a stop near the whole group, Tails said, "We ran into some of the black frogs that live in this part of the jungle. And, well…"

Fluttershy nodded meekly, "They were all so rude…"

Tails looked at her worriedly for a moment before turning back to Knuckles and saying, "We haven't seen Sonic or the others so far. Did you guys see them at all?"

Knuckles shook his head, "No such luck. Knowing Sonic, though, he's probably getting into trouble or something."

Tails giggled, "I wouldn't be surprised, especially since Rainbow Dash was with them."

Cream asked, "Should we look for them?"

Rarity said, "I don't think that will be necessary, dearie. Since Rainbow Dash is with them, I'm sure they'll find us."

Before anyone else could say anything, Tails spoke, "Hey, did anybody hear that?"

Spike asked, "Hear what?"

Knuckles said, "I heard it too. It sounded like it came from the swamp." Tails and Knuckles moved over to a spot where they could clearly see the water in the swamp, everybody following after them. After a couple of seconds, they could see Sonic swinging through the swamp towards them, both Applejack and Twilight hanging onto his legs and Rainbow Dash flying alongside him as he leapt from one vine to the next. But almost immediately after seeing them, they saw something chasing them! "What's that?! It's huge!" Knuckles exclaimed.

Tails quickly recognized what was behind them and yelled, "It's a giant alligator!" Spike and all the ponies began to panic at that. All except Fluttershy, who remained where she was a moderate distance behind Tails, Knuckles, Cream, and Cheese and stared at the approaching alligator while everypony else ran around frantically.

As they got closer, Tails, Knuckles, Cream, Cheese, and Fluttershy began to hear Sonic's group talking. "Rainbow, what is it with you and kickin' things ten times yer size?!" Applejack was yelling.

"Hey, he was the one who woke up and started floating towards us! I was giving him a warning not to even think about eating us!" Rainbow yelled back.

"Why did it wake up anyway? I thought for sure we could get by it quietly on our log!" Twilight moaned.

Sonic ignored the conversation, focusing on getting Twilight and Applejack to a solid footing. As he began to approach the patch of land where the others were, he noticed them and said, "Hey, there they are!" He then called down, "Twilight, Applejack! We're coming up on our friends and some land! Get ready to let go!" Both ponies tensed up as he approached the last vine, both of them letting go as he swung, Sonic and Rainbow Dash immediately following them down to the ground. As soon as they touched down, they all ran, as did Tails, Knuckles, Cream, and Cheese as the alligator began to drag itself onto land.

Fluttershy remained where she was, staring at the alligator as it pulled itself out of the water. Something began to course through her as she looked on. She'd tried to take it in stride and keep her head up like everybody else, but she had had it with this jungle. First the battleship that attacked them, then the black frogs being rude or otherwise mean, and now this alligator thinking he could eat her friends… The expression on Fluttershy's face changed, her eyes narrowing as they now sported a firm and strong gaze.

Sonic's group, along with Tails and Knuckles, were trying to get everyone else back under control and regroup when Sonic saw that Fluttershy hadn't moved at all. And that alligator's jaws weren't very far from her! He dashed towards her, trying to grab her, but before he could reach her, she suddenly flew up, towards the alligator! "Fluttershy, wait!" he called.

Fluttershy came to a stop about halfway down the alligator's snout, hovering above it as she screamed, "LISTEN!" It was such a powerful shout, such an unusual shout to hear from the yellow pegasus, that the alligator stopped trying to get out of the water and everybody else stopped what they were doing and stood where they were, watching quietly.

Fluttershy landed on the gator's snout and walked towards its eyes, yelling, "You can be big, ferocious, and snappy all you want, but you DON'T get to do whatever you want!" She stopped right in front of one of the gator's eyes, giving him the full force of 'The Stare' as she continued, "I don't take kindly to anyone who tries to hurt my friends, much less eat them! One of them may have kicked you, but that does NOT give you an excuse to go and try to eat someone much smaller than you! Now you'd better get back in that water and go back to floating like a log, or I'm going to find your mother and tell her about what you've been doing! Do you understand me?!" After a second, the alligator gave a low grunt and began to slide backwards, Fluttershy flapping her wings to remain airborne as the gator disappeared back into the water.

Her business finished, Fluttershy flew down to her friends with a smile, her happiness restored. She landed in front of everybody and looked at them. They all had varying levels of shock and amazement all over their faces, but none looked more surprised than Sonic and his friends. Knuckles' eyes were wide as he gave Fluttershy an open-mouthed stare, Tails' left eyelid twitched as he looked at her, and Sonic, Cream, and Cheese looked at her with wide eyes. Rarity was the first to speak, "Goodness! Fluttershy, you were most impressive, darling! That uncouth alligator stood no chance against 'The Stare'!"

Sonic looked at her and repeated, "'The Stare'?"

Sweetie Belle piped up, "Yeah! Fluttershy's the Stare Master! Any animal that misbehaves on her watch is gonna get a dose of 'The Stare'!"

Scootaloo added, "She scared off a cockatrice, and even changed a full-grown dragon's mind, with it!"

Cream asked, "What's a cockatrice?"

Fluttershy, reverting back to her usual timid self, meekly explained, "It, um, it's a creature that has the head of a chicken and the body of a snake. They're fearsome and dangerous, and they can turn other creatures to stone with their gaze."

Cream gasped, "Oh my." Cheese murmured a bit worriedly.

Knuckles asked, "You managed to out-stare something like that?"

Fluttershy replied, "Yes. Um, I hope I didn't overstep myself by doing that…"

Sonic held his thumb up, "I thought it was pretty epic, actually."

Knuckles grinned, "No argument here!"

Tails cheered, "Yeah! You should totally do it again sometime!" Cream, Cheese, Scootaloo, and Sweetie Belle all joined in on the cheer.

As she observed Fluttershy's blushing face, Rarity leaned over to Twilight and Applejack and whispered, "The poor girl's probably drowning in testosterone right now." Both Twilight and Applejack smiled at her, albeit a little weirdly.

As he and Knuckles bumped fists, Sonic noticed something out of the corner of his eye behind some bushes. He couldn't see it clearly from the distance he was at, but it almost looked like a white tuft of… something. Sonic watched it for a moment when, suddenly, it disappeared behind the bushes! "_Is someone back there?!_" he wondered. Without warning, he suddenly shot in the direction of the bushes, startling everybody. As he neared the bushes, he leapt up, going right over them and landing on the grass behind them. He then looked up.

And found three petrified figures looking back at him. One of them he clearly recognized as Espio. The other two were earth ponies, one a mare with a cotton candy-like mane and tail and the other a young filly with a bow on her head. Everyone else came through the bushes as he stood up and quickly saw what he was looking at.

"Apple Bloom!" Applejack exclaimed as she rushed over to her little sister.

"Pinkie Pie!" Rainbow Dash said, flying over to the (at the moment) no-longer pink mare.

"And Espio too!" Knuckles added as he went to check on the chameleon.

Tails looked at Sonic and said, "You found them, Sonic!"

Twilight asked, "How did you know they were over here?"

Sonic weakly grinned back and shrugged, "Guess I got lucky." He then glanced away and thought about what he had seen. "_I don't think I just imagined seeing that… But I didn't exactly get a good look at what it was either._"

He was brought out of his thoughts when he heard Rainbow Dash speak, "Come on, Tails, get that ring going and get us out of here!"

The fox nodded, "Right!" As he pulled out the Warp Ring, Sonic walked over to help Knuckles with Espio and Twilight and Fluttershy went over to Pinkie Pie and Sweetie Belle and Scootaloo went over to Applejack and Apple Bloom. Tails tossed the ring up and it grew bigger with a familiar *PHVWOW*. Everybody then stepped through it, the ring vanishing afterwards.

* * *

><p>Everybody stood in front of Sugarcube Corner, waiting for the life to come back to it and the three figures in front of them. They didn't have long to wait before a white wave crept up Sugarcube Corner, restoring its bright colors. Shortly afterwards, the wave did the same first to Apple Bloom, then Espio, and finally Pinkie Pie. As soon as Apple Bloom was back, Applejack scooped her up in a hug and exclaimed, "Apple Bloom! Are ya okay?"<p>

The little filly, although surprised by the sudden action and returning to her body, asked, "A-Applejack? Where am Ah? What's goin' on?"

Applejack held her out and said, "It doesn't matter, sis. You're back now, so everything's okay."

Espio, due to a combination of his sudden return and the reunion in front of him, looked around in alarm before leaping up, performing a spin in midair. After spinning once, he held his left hand up in front of his face, his index and middle finger up as he looked around quickly. He soon spotted Sonic, Tails, Knuckles, Cream, and Cheese below him, amongst the gathering of ponies, all looking up at him. His mind quickly made sense of the scene before him and he dropped down. He then stood up and faced everybody and said, "Thank you, my friends. But beware, for I have looked into the soul of our enemy and I saw only darkness." Sonic, Tails, and Knuckles all nodded in understanding.

Suddenly, the front door of Sugarcube Corner swung open and both Mr. and Mrs. Cake stepped out onto the top step, both looking around. Cup Cake was the first to speak, "Oh my… goodness! What is… what's happened to Ponyville?!"

Carrot Cake looked towards the group and his eyes widened at the sight of Sonic, Tails, Knuckles, Espio, Cream, and Cheese. "What… How…" Taking another glance around, he noticed Pinkie Pie and asked, "Pinkie Pie, did you have something to do with all this?"

Tails looked over at the pink pony when he heard her name and noticed that she hadn't moved at all. Even though she had regained her color, she still stood in the exact same position, her face still having the same expression on it as before. "Why isn't she moving?" he wondered worriedly.

Twilight turned and called, "Pinkie Pie?"

No response. So Rainbow Dash flew up and landed in front of the party pony. She then waved a hoof in front of her face, saying, "Hey, Pinkie Pie! Anypony home?" Still no response from Pinkie Pie. So Rainbow lowered her hoof and moved her head so her face was right up against Pinkie Pie's. She looked into the light blue eyes of the pink pony, narrowing her eyes.

Then she heard a snort. Rainbow Dash was so startled she leaned backwards, now noticing a grin on the pink pony's face. A second later, Pinkie Pie burst into laughter, causing Rainbow Dash to fall onto her back in surprise. She then glared up at Pinkie Pie and shouted, "Pinkie Pie!"

The pink pony continued to giggle, but through her giggles she said, "Sorry, Dashie! You just looked so weird with your face all scrunched up like that! It was SO funny to look at!" As Rainbow Dash stood up, Pinkie Pie started bouncing around the group, rambling, "Not that I haven't seen it before! I'm just more used to seeing it from Twilight when she's trying to read something or from Applejack if I try to visit her and she's collecting apples or from Rarity when she says she needs to concentrate on making a dress! I don't get it all that often from you, Dashie! Or from Fluttershy, come to think of it!"

The shy pegasus in question tried to interject, "Um, Pinkie?"

"I mean, there were a few times she did after she took that seminar, but she's never used 'The Stare' on me! Ooh, I don't know what I'd do if she did that! I bet I'd go all melty and turn into a pink puddle! Kind of like ice cream soup, only I'd be a Pinkie Pie soup! And if I had Gummy with me when that happened, he'd probably try to slurp me up!"

Applejack spoke, "Pinkie."

"Hey, I just noticed I can be heard and seen again! That means I'm back in my body and not floating around like a ghostie anymore! Whoo-hoo! Though it was kind of fun being a ghostie! Nopony could see me and I could go through walls and float around!"

Rainbow Dash loudly said, "Pinkie!"

"Ooh, but there were bad parts to it too! It was kind of lonely with nopony able to see or talk to me, and ghosties don't eat, so I couldn't eat either! Or could I? I didn't even try it! Oh well, it was fun and that's all that matters, because…"

Twilight had had enough of Pinkie's rambling and yelled, "PINKIE!"

Pinkie Pie froze in midair for a second before dropping down onto the ground between the group and Sugarcube Corner. "Yes, Twilight?" she asked sweetly, batting her eyelashes afterward. Twilight pointed her left forehoof upwards and Pinkie followed it, looking up at complete whiteness. She then looked down at Twilight with the same innocent expression, the lavender unicorn grimacing before pointing her right forehoof at Sonic and his friends. THIS got a reaction out of Pinkie Pie. Her eyes widened and she gave one of her famous floating gasps before suddenly shooting over everybody's heads. By the time everybody turned around, she had disappeared somewhere.

Sonic pointed in the direction Pinkie Pie had shot off in and asked, "Is… that normal for her?"

Twilight sighed, "For the most part? Yes."

Cup Cake spoke up, causing everyone to turn back around, "Could somepony please explain what's going on?"

Applejack spoke before Twilight could launch into lecture mode, "It's kind of a long story, Mr. and Mrs. Cake. All ya really need ta know right now is that ya should stay indoors for the time bein'. Mayor said so herself."

Carrot Cake looked confused. "Why?" he asked.

Suddenly, the ground shook and a vortex opened up above Sugarcube Corner, the creature the group was looking emerging from it and flying overhead before disappearing through another vortex. Sonic pointed up at where it had been, "Aside from the creepy white world you're in right now? That thing."

Carrot Cake stuttered, "Uh… Good enough for me!"

Cup Cake gasped, "Oh, the twins! We'd better make sure that Pumpkin Cake and Pound Cake are okay!" Mr. Cake nodded and they both disappeared inside, shutting the door behind them.

Twilight called, "Don't let them go inside of Pinkie Pie's room! There's something in there they shouldn't go near!"

Rainbow looked up at where the monster had been and asked, "Man, what's up with that thing?! Why does it keep disappearing and reappearing like that?!"

Tails spoke up, "As near as I can tell, when that thing goes through time, it tears space apart, ripping holes in our universe and leaving parts of yours dead. That's where all the portals are coming from and why Ponyville and probably the surrounding areas are in this weird, white limbo."

Applejack asked, "Tearin' holes in space? Ain't that, uh, dangerous?"

Tails replied, "Well, yes, it is. Something similar happened the first time we met Blaze, when our worlds were in danger of colliding. I don't want to jump to any conclusions just yet, but something like that could happen if we don't do something about that thing."

Twilight said, "But when we go through the portals, we restore color and life to Ponyville. Maybe the portals are affected somehow too?"

Tails brought out his radar and held it up towards Sugarcube Corner. After a few moments, he lowered it and turned back around, saying, "I think you're right, Twilight. The readings seem to have stabilized, so maybe going through the portals is preventing the holes from becoming bigger. That would mean we're fixing space as we go along. That would also explain why the color is coming back to Ponyville."

Sonic spoke, "Then I guess we have to work like there's no tomorrow, or there won't be a tomorrow!" Everybody nodded in agreement before setting off to find Pinkie Pie, no one noticing a figure disappear into the shadows as they headed back into Ponyville.

* * *

><p>*takes a deep breath* Okay... so I was trying to make up for how late this chapter was by making it longer than usual. As you can probably guess, I went a bit overboard. The final product looks... good, but parts of it had to be rewritten, there's a lot of talking, and I've completely broken my record for the single longest chapter in ANY story I've written. I hope this doesn't deter you guys from sticking with this story or anything.<p>

Anyway, I went with Frog Forest partially because it was a little easier to use for this kind of a chapter, but the big reason was because it was good a place for Fluttershy to show off her skills with animals. I mean, she carried a cart full of frogs around in "Feeling Pinkie Keen", so she clearly has experience with frogs. And of course the giant alligator that Team Sonic and Team Dark were chased by was a good way to get her to use "The Stare".

For the other stages I could've used...

Casino Park/BINGO Highway: This was my original choice for the "Sonic Heroes" level, but I changed my mind when I realized it would be the kind of place that Pinkie Pie would like to go to, and I'd already planned for her to be rescued in this stage. It just didn't seem like it would be complete without her. Can't you just imagine her randomly pulling out a controller and using it to control the flippers on the pinball tables? Speaking of which, I probably would've inserted the Casino Night DLC from "Sonic Generations" during the Casino Park portion as well as another reference to "Mario and Sonic at the London 2012 Olympic Games" during the BINGO Highway section (I would've found a way to sneak in the Dream Sprint event like how I did with the Dream Discus event).

Hang Castle/Mystic Manor: Same deal with Casino Park/BINGO Highway, except it would be Luna in this case. It seemed like it would be perfect for her, having a Halloween/Nightmare Night kind of castle and mansion, plus a full moon during the castle portion. Although *SPOILER ALERT* Luna and her sister will be making their appearance in the next chapter, so that's something to look forward to.

Egg Fleet/Final Fortress: As far as last levels go, Egg Fleet and Final Fortress are some of my least favorites. I don't mean to sound like a hater, really, but I got really sick of dying due to cheap deaths, particularly on Final Fortress, so there's no way I was going to use these levels. Some people mentioned that they would be great levels to show off how evil Metal Sonic is... I'm afraid I don't follow. Egg Fleet and Final Fortress were Eggman's; Metal Sonic just took them after he locked Eggman up. Maybe it's just me, but it doesn't seem like this would be a good way of showing off anything about Metal Sonic, other than how conniving he was in that game. Plus, Final Fortress was technically featured in the 3DS version of the game, since that's where Modern Sonic fought the Egg Emperor. And I'm trying to steer away from levels that have been seen before.

Now, while these stages aren't featured in this story, there's nothing saying I won't show them, along with other levels, in a possible bonus fic after this one is finished. You'll just have to wait and see.

Now then...

Just like how Spike and the ponies learned about how evil Dr. Eggman can be in the previous chapter, Tails and Cream learn about Discord and Sonic learns the exact reason why he was such a problem.

Part of the reason I brought up the whole discussion about Metal Sonic and the Little Planet was to retcon somewhat what I'd stated back in Chapter 5. At the time of writing, the trailer for "Sonic 4: Episode 2" that revealed the bonus "Episode Metal" content hadn't been revealed yet. As a result, I thought that the Bad Future of Stardust Speedway appearing in "Sonic Generations" was only because of the Time Eater bringing together the regular timeline and the altered timelines, so the Bad Future appeared much the same way Crisis City did. I didn't realize at the time that the Bad Future was actually canon for Stardust Speedway. So I wanted to try to clear that up a little.

This version of the "Sonic CD" story is based off the idea that the Time Stones are needed to travel through time on the Little Planet, something that was featured in Fleetway's "Sonic the Comic" adaptation of the game and is mentioned in the Archie comics continuity. Basically, here the idea is that each of the levels from the game was the resting place of one of the Time Stones and Eggman found the first one (the one he's shown with in the game's bad ending) when he built Metallic Madness and used it to meddle in the past. When Sonic arrived, he beat Eggman to five of the other stones, undoing what the doctor had done in the past. Eggman was able to find the one in Stardust Speedway before Sonic thanks to the statue of him being built, so Sonic was forced to face Metal Sonic in the Bad Future (he even remembers racing Metal Sonic in the Bad Future in the Archie prologue to "Sonic 4: Episode 2"). Afterwards, he got both Time Stones back while invading Metallic Madness and used them to change the base's future. It's unknown if he was able to change Stardust Speedway's future due to having to escape with Amy. And... that's the story I've come up with for how the Little Planet is still organic even though Stardust Speedway has a Bad Future in "Episode Metal".

Twilight's wondering about if the Little Planet's appearances cause natural disasters is a reference to the G1 series of "The Transformers", particularly the three episode "The Ultimate Doom" story from the first season of the show, when Megatron was able to bring Cybertron to Earth (similar to what Sentinel Prime tried to do in "Dark of the Moon"). Also, I give a bit of a reason why I think Sonic was so surprised to hear that Eggman had moved an entire planet in "Sonic Colo(u)rs".

I mention why Sonic and Tails didn't destroy the Death Egg Mk. II because... well, I think that's the most obvious explanation for how "Episode 2" ended. I probably don't have to point that out, but there are so many people on YouTube wondering why the Death Egg wasn't destroyed that I just had to put it in here. And Tails doesn't get to say whether the Little Planet was saved or not because we won't know for sure until Sega decides to officially announce whether they're making an "Episode 3" or not.

When Sonic and Twilight are talking, you're probably going to notice that it's similar to the scene in "Sonic '06" where Sonic and Elise are in the field. I guess this was intentional. And Sonic's mention of how he should've experienced something similar to what Twilight went through in "It's About Time" is a reference to "Sonic the Comic", where, during the "Sonic CD" adaptation, Sonic experienced a Stable Time Loop event similar to Twilight's.

The area where everyone meets up again is where all the teams fight after Lost Jungle. Knuckles' group is even standing on the same ledge Team Dark was standing on during that cutscene preceding the fight with Team Sonic.

The log Twilight mentions when they're running from the giant alligator is meant to be a reference to Dinosaur Jungle from "Sonic and the Secret Rings".

Sonic, Knuckles, and Tails' reaction to "The Stare" is a reference to how Sonic, Monkey Khan, and Tails reacted later after Sally punched Fiona Fox in the stomach in Sonic Universe #15.

I REALLY hope I got Pinkie Pie, Rarity, Fluttershy, Scootaloo, and Sweetie Belle right in this chapter.

Okay, I think that's it. If there's anything else that should be pointed out, let me know...

Music:

Waiting on Rarity - www. youtube. com watch?v=oDPevC_lPmE

Walking to Sugarcube Corner - www. youtube. com watch?v=ToP2O8Sc_qo

Reunion with Gilda - www. youtube. com watch?v=VdgX4FVfZYc

In the Jungle - www. youtube. com watch?v=ejQEhd4rNUs

Remembering Metal Sonic and the Little Planet - www. youtube. com watch?v=wP6UnjScpmE

Days of the Death Egg - www. youtube. com watch?v=GBCfa5bCuHQ

Attack from Above - www. youtube. com watch?v=7I5et_yuR6c

Deeper in the Jungle - www. youtube. com watch?v=w0EZwI3kPy0

Sonic and Twilight's Talk - www. youtube. com watch?v=yUrC5R30Ofk

Regroup - www. youtube. com watch?v=THR3LIK9yIs

Fluttershy's Courage - www. youtube. com watch?v=fYHYDQWardM

Apple Bloom, Espio, and Pinkie Pie Restored - www. youtube. com watch?v=5IXBG3NX4C4

Analyzing the Situation - www. youtube. com watch?v=lVh3WpKlQto


	10. Shadow the Hedgehog?

As the ponies expected, looking for Pinkie Pie was easier said than done. Looking for Sonic or Rainbow Dash would've been one thing; at least they could be seen when they were moving, if only as a blur and only for a few seconds at best. But everypony, including the Cutie Mark Crusaders, knew that the pink party pony was another matter entirely. After all, how do you locate or keep track of a pony that can chase down the fastest runners and fliers just by bouncing and can appear INSIDE of mirrors? Still, they hoped, with the pink pony as unpredictable as she could be at times, they could pick a random spot to start searching and Pinkie would show up there.

As they headed in the direction they had last seen Pinkie Pie, both Espio and Apple Bloom were brought up to speed on the current situation. By the time they were finished, the group had wandered out of Ponyville and they were now standing near a dirt path the ponies all recognized that went straight into what appeared to be a white forest.

"So where are we now?" Knuckles asked no one in particular.

Applejack answered, "This here's Whitetail Wood, Knuckles. It's where the Running of the Leaves takes place."

Tails asked, "What's the 'Running of the Leaves'?"

Sonic spoke up, "It's one of Equestria's seasonal events. When autumn rolls around, all the ponies get together and run through the forest in order to knock the leaves off the trees. At least that's what I gathered from what Applejack told me."

Tails and the others looked over at the earth pony at that. She nodded, "Yup. That's the basic idea behind it."

Tails asked, "So does that mean you ponies are heavily involved with Equestria's seasons?"

Rainbow Dash said, "Seasons AND weather! Cloudsdale produces all of the weather in Equestria! Rain, snow, wind… everything!"

Cream spoke, "That sounds fascinating, Miss Dash!" Cheese chirped happily in agreement.

Rainbow frowned, "'Miss' Dash?"

While Applejack chuckled at her cyan friend's reaction, Espio said, "Please do not call Miss Cream out on her manners. She was simply being polite, as her mother taught her to be."

Looking back at the trail leading into Whitetail Wood, Tails asked, "Do you think Pinkie Pie could've gone in there?"

Twilight said, "Maybe. With Pinkie Pie, it's not always easy to guess what she's going to do next." Looking around, she added, "If she did come here, it's not going to be easy to find her."

Sonic nodded, "Hm. Even though she's pink, it does look like all that white could hide her if she's standing in the right place, doesn't it?"

Spike said, "I doubt she'd just stand in the middle of a white forest. Unless she's ranting like she was earlier, the only times Pinkie Pie ever really stands still is when she's talking to somepony or when she's trying to do something."

Fluttershy softly asked, "But she could be standing still, right? Um, I mean, she has been able to stand still for other reasons, hasn't she?"

Rarity exclaimed, "You're absolutely right, Fluttershy, she has! How will we ever find her if is indeed standing still in Whitetail Wood?!"

Applejack looked over at her and said, "Ah think you're overreactin' there, Rarity. Pinkie does have her odd habits, but Ah'm sure she wouldn't wander too far off the main path."

Rainbow nodded as she flew up above everyone's heads, "Right, so if she's in there, we shouldn't have to search hard to find her! That means Sonic and I can do a quick run through Whitetail Wood and easily find out whether Pinkie Pie is in there or not! And if she's not, we can start searching somewhere else!"

Sonic pointed a thumb towards where the Running of the Leaves track began as he looked up at Rainbow and said, "Okay, I'll start searching this way."

Rainbow looked down at him as she replied, "All right. I'll start from the other end." Sonic nodded and then they both took off, a blue streak and a rainbow streak disappearing into Whitetail Wood.

Knuckles grunted, "Showoffs."

Applejack said, "Mm, personally, Ah think Rainbow Dash is the bigger showoff, Knuckles."

Tails turned to Twilight and asked, "So aside from the weather and the seasons, what else is controlled in Equestria?"

While the rest of the group waited to hear their report, Sonic and Rainbow Dash zoomed through Whitetail Wood at a slower than usual pace so it would be easier to spot Pinkie Pie, knocking some leaves off the trees as they went. After a short time, they met up at a fork in the road, coming to a stop in front of the arrow sign pointing out the forest trail. Rainbow landed on the ground and asked, "Any luck?"

Sonic shook his head, "Nothing. I thought I saw something moving behind the trees a few times, but every time I turned around and went back to look, there was nothing there. What about you?"

Rainbow replied, "I saw a portal back down the path, but that's about it. I didn't see anything moving." She then asked, "Are you sure you saw something moving? I mean, did you see a shadow or anything?"

Sonic looked back down the path as he answered, "All I saw was a silhouette, and it looked familiar…" After a moment of silence, he said, "How's this for an idea: show me where you saw the portal, then we'll double back to the forest entrance and see if we can find whoever was creeping around back there."

Rainbow replied, "Sounds as good a plan as any. Follow me!" She spread her wings and lifted off the ground. She then led the way through the forest with Sonic following close behind.

**Soon…**

"So unicorns used to move the Sun and the Moon in olden times, and now Princess Celestia and Princess Luna do it? That's very interesting," Tails commented.

"It's amazing!" Cream added, to which Cheese agreed.

Rarity said, "Surely it's not all that surprising."

Spike nodded, "Yeah, your world is similar to Equestria. So you must have something that moves your Sun and Moon as well."

Knuckles spoke, "No, not really. Our Sun and Moon rise and set on their own. As far as we know, nothing is moving them."

Twilight tapped her chin with a hoof as she said, "Really, that's interesting… But the Sun and Moon are still very important, right?"

Tails nodded, "Oh, absolutely! Just because they're different doesn't mean they're any less important than yours are. And their importance can be different depending on where you are. Like the kingdom of Soleanna has a Sun god that the people all revere, and in Shamar, the people celebrate the Feast of Sun and Moon. So yes, the Sun and the Moon are important around the world." Twilight nodded in understanding.

Before anyone else could say anything, Espio spoke, "Look, here come Sonic and Rainbow Dash." Everybody turned towards the entrance to Whitetail Wood and saw the two speedsters approaching, Sonic skidding to a stop in front of the group and Rainbow slowing down and landing on the ground next to him.

Tails was the first to speak, "Hey, guys. Did you find Pinkie Pie?"

Rainbow shook her head, "We covered most of Whitetail Wood twice and we didn't find anything, not even a strand of Pinkie's hair."

Sonic added, "When we were searching on our own, I thought I saw something, but it didn't look like a pony. After we met up, I didn't see it again."

Knuckles groaned, "Great. So what do we do now? Are you sure we need to find her right now? We can't just find her later?"

Rarity said, "Of course we can't, Knuckles! Pinkie Pie is not only one of the Elements of Harmony, but one of our best friends! We can't just leave her alone without any idea about what's going on!"

Twilight nodded, "You're right, Rarity. No matter what, we can't go on without Pinkie Pie. We have to find her!"

Espio asked, "So where do you propose we look for her, Twilight? Is it unreasonable to assume that she might have gone back to that bakery?"

Rainbow said, "Nah, no way, Esp… Ep…"

The chameleon calmly provided, "Espio."

Rainbow replied, "…Right. Anyway, she could've gone back to Sugarcube Corner, but she's just as likely to have gone anywhere else! Even when we're in the middle of something, she can be hard to keep track of!"

Cream murmured, "Oh my… I hope she's okay…"

Tails nodded, "Yeah, me too, Cream. I know we've just started looking and all, but I'm already starting to worry about Pinkie Pie."

After he said that, the tree he was closest to asked, "Really? That's so sweet of you!"

Everybody looked at the tree, Tails' eyes wide as he stared at it. "Did that tree just talk?" he asked incredulously.

At that, Pinkie Pie fell out of the tree's leaves and landed in a sitting position in front of the group, giggling. "No way, silly! Trees don't talk!" She then held a hoof to her chin as she wondered, "Or was that pillows?"

Apple Bloom stuttered, "What the…?"

Knuckles asked, "How did she do that?"

Espio placed a hand on his chin as he wondered, "Some form of ninjutsu, perhaps?"

Applejack looked at him and said, "Ah don't know what that is, but Ah don't think Pinkie Pie knows anythin' about no nin… ten… du…"

Espio, a little irritably, muttered, "Ninjutsu."

Rainbow glanced over at him and said, "Gesundheit." Espio frowned at that.

Twilight sighed at this exchange and then turned to Pinkie Pie, asking, "Pinkie, how long were you up there?"

The pink pony glanced up with her eyes and tapped her chin in thought before looking back at Twilight and answering, "Five seconds, I think."

Sonic asked, "So what was that whole…" He used the fingers on both of his hands to mimic the party pony's earlier actions.

Pinkie smiled, "Oh, that! I get super-duper excited when new ponies come to Ponyville! Just ask Twilight! Oh, but you're not a pony, are you? You're a blue hedgehog! And your friends are a two-tailed fox, a red echidna, a bunny rabbit and her Chao friend, and a chameleon! Nope, none of you are ponies!"

Tails stared. "How did she know what Cheese is? Even Fluttershy didn't know when she first saw him!"

Twilight just sighed, "It's Pinkie Pie, Tails."

Rainbow nodded, "That's about all the explanation you need."

Whether she accepted this as the common answer to that question or seemingly didn't notice it, Pinkie Pie said, "But now that you're all here, we can have a party! A great big 'Welcome to Ponyville' party! I'd say you all could use some new friends too, being new arrivals and all, but that seems to have already been taken care of!"

Tails scratched the back of his head as he said, "Yes, well, uh, Pinkie… I'm not sure a party is the best thing we could be doing right now."

Twilight spoke before Pinkie could protest, "I'm afraid he has a point, Pinkie. I think we have something bigger to be worrying about right now."

An elegant voice spoke up behind the group, "I believe you are correct, Twilight Sparkle." Everyone except Pinkie Pie turned to face the owner of the voice.

"Princess Celestia!" Rainbow Dash exclaimed.

Twilight recognized the figure walking alongside the Princess of the Sun and said, "And Princess Luna!" As the two princesses approached, all the ponies and Spike dropped into a bow. Sonic and his friends looked around before deciding to do the same. Both Tails and Knuckles did the same bow as Spike, Sonic, remembering his training, knelt on his left knee and placed his right hand on top of his right knee as he lowered his head, Cream held up part of her dress in a curtsey while Cheese did a bow in midair, and Espio bent his body in a bow while pressing his right fist into the palm of his left hand.

When the princesses reached the group, Celestia said, "Rise, my little ponies. There is no need for such formalities."

The ponies and Spike rose at that, Sonic and friends doing the same since, they assumed, that included them. Rarity asked, "Princess Celestia, Princess Luna, what are you doing here?"

Luna hesitantly said, "We are… not quite sure ourselves, Lady Rarity."

Celestia explained, "Luna was asleep and I was dealing with matters of state until a short while ago. I saw a white flash coming from Ponyville and walked out onto the balcony to take a closer look, only to realize it was coming towards Canterlot. Whatever it was must have knocked me out, for when I regained consciousness, I found myself surrounded by white. After some time of searching, I found Luna, still fast asleep."

The Lunar Princess let out a loud yawn at that, covering her mouth with a hoof. After it passed, she looked at her older sister and asked, "I appreciate that thou woke me up, sister, but did you really have to do it THAT way?"

Celestia smiled at her, "Well, I tried prodding you and saying your name, but you just wouldn't respond, Luna. What else was I supposed to do?" Luna looked away and shook her head, showing her disapproval of her sister's 'methods'. Celestia turned back to the group and continued, "After that, we tried to figure out where we were, and we've been wandering lost ever since. Until Luna noticed something amongst all the white, that is." Her eyes then scanned the group, looking at Sonic and the others before saying, "It would appear you've all met some… new friends."

Twilight spoke, "Y-yes, princess. Would you like us to introduce you and Luna to them?" At both Princesses' nods, Twilight held out a hoof towards the hedgehog standing next to her, and said, "This is Sonic."

Sonic waved his right hand and casually said, "Hi."

Spike gestured towards Tails and said, "This is Tails."

The fox nervously spoke, "H-hello, Princess Celestia and Princess Luna. I-it's nice to finally meet you… both."

Applejack held a hoof on Knuckles' shoulder and smiled, "This here's Knuckles."

The echidna, not used to meeting royalty, awkwardly grunted, "Uh, hey."

Fluttershy looked at Cream and Cheese as she said, "This is Cream and Cheese."

Cream shyly spoke, "Hello, your Highnesses."

Rarity looked over at Espio and said, "And this mysterious fellow is Espio."

The chameleon's eyes had been looking at something off to the side, but they snapped forward again at the sound of his name. After a moment, he said, "An honor."

Celestia nodded, "It is an honor to meet all of you as well." Luna slowly nodded in agreement.

Sonic noticed Espio's slow response and, as Rainbow Dash asked the Princesses about how long they had been wandering around, he looked over at him and noticed his eyes were off to the side again. He leaned over and whispered, "Espio…?"

The chameleon whispered, through his teeth, "Shh…" His eyes continued to move along the row of trees off to the side until he was looking at the tree directly behind the Princesses. As Celestia finished answering Rainbow Dash's question, Espio's left hand moved behind his back, grabbing something. A second later, in one swift movement, he sent a kunai dagger flying over the heads of his friends and between the two Princesses, its blade getting lodged in the bark of the tree!

After staring back at the dagger for a moment, Luna turned and glared at Espio, thundering in the Royal Canterlot Voice, "**WHAT DO YOU THINK YOU ARE DOING?!**"

Before anything else could be said, a voice behind the tree put a halt on Luna's anger as it exclaimed, "What in the world?!"

Both Princesses looked back at the tree, everyone else looking at it as well. Espio held his right hand up near his horn, both his index and middle fingers up as he said, "My apologies, your Highnesses." He then looked at the tree and said, "It takes a stealthy foe to surprise a ninja. And if I remember correctly, that's not your style… Shadow."

At the sound of that name, a growl emanated from behind the tree and a black and red hedgehog stepped out from behind it, turning to look at the group with his red eyes. "Huh. I thought that figure creeping around in the forest looked familiar," Sonic commented.

Applejack raised an eyebrow as she watched Shadow walk around to the front of the tree. "That's Shadow?" she asked.

Twilight glanced over at Sonic and wondered, "How did anyone mistake him for you?" Sonic just shrugged.

Pinkie Pie popped up between them and said, "He's a hedgehog, just like you, Sonic! Ooh! Is he your brother?"

As Shadow pulled the kunai out of the tree, Sonic replied, "No, Pinkie. If we were related, I think I'd be dead by now." The pink pony just looked at him in innocent confusion.

Shadow walked over to the group, stopping a short distance away from the Princesses. He then threw the kunai in Espio's direction, the chameleon easily catching it by the handle and slipping it away. Luna looked at him and said, "I am deeply sorry for using the Royal Canterlot Voice on you, Sir Espio. Thou art a good soul." The purple chameleon nodded in understanding.

Celestia walked over to Shadow and spoke, "So your name is Shadow, is it? It is a pleasure to meet you. I am Princess Celestia."

Shadow crossed his arms and curtly replied, "I know who you are."

Although a bit surprised by his response, Celestia said, "I see. Then perhaps you will accept my friendship?"

Shadow grunted, "Shove it."

Now THAT caused some surprise, as everyone except Sonic, Knuckles, and Espio openly gasped. Before Celestia could think of composing a proper reply, Sonic zipped over, getting between her and Shadow. He then asked, "Hey Shadow, what's the big idea, man? She was just trying to be nice!"

Shadow replied, "And I'm supposed to accept her and grovel at her hooves just because she's a princess? I think not. If she can't accept the fact that not everyone can love her just because she's their ruler, it's her problem, not yours."

Rainbow Dash growled, "Why, you…!"

Sonic glanced back at her and said, "I've got this, Rainbow!" He then looked back at Shadow and examined his face. "_Something doesn't seem right about him. First he was sneaking around. Then he claims he knows Princess Celestia. Now he starts acing like this? I know he's been dark before, but this is pushing it!_" he thought. He then said, "Fact or not, that doesn't mean you have to be rude about it!"

Shadow snorted, "Too bad."

Knuckles growled, "You and your ego, Shadow… One of these days, it's going to get you into trouble, trouble you won't have anyone to help you out of!"

Sonic asked, "Speaking of days, do you have any idea what's going on, Shadow?"

Shadow answered, "No. I don't know where we are nor do I care. All that matters is this is where it ends for you, Sonic. I'll put an end to you once and for all."

Sonic glared at him for a moment, but then he put his hands on his hips and said, "Fine, Shadow. Where do you want to settle this?"

Shadow let his arms drop to his sides as he smirked, "I know just the place. Follow me." He then turned and shot off into Whitetail Wood. Almost immediately afterwards, Sonic took off after him.

Twilight wanted to voice her protest, but Rainbow Dash beat her to the punch, yelling, "Beat him good, Sonic!"

Tails called, "Sonic, wait!" He wanted to give his friend the Warp Ring so he could get back easily, but he was already out of hearing range. Tails sighed and then called again, "Be careful!"

Twilight looked at him and asked, "Tails, you're okay with this?"

Tails looked back at her and replied, "Not really. But once Shadow sets his mind on something, there's no way to convince him otherwise. Sonic couldn't run from this fight if he tried."

Rarity said, "What an impudent hedgehog!"

The Princesses turned back towards the group, an awkward moment of silence following. It was broken when Applejack asked the one question that had been on her mind since the Princesses had shown up, "Princess Luna, Ah know you were asleep and all, but how the hay did ya manage to escape?"

The Lunar Princess raised an eyebrow, "I beg your pardon, fair Applejack?"

* * *

><p>Sonic eyed the familiar forest around him as he slid along a green vine, recognizing it as part of the jungle on Prison Island. Just a minute ago, he had followed Shadow into the portal Rainbow Dash had found in Whitetail Wood, only for the black hedgehog to disappear as soon as they reached the other side. Although a bit thrown off at the sudden disappearance, Sonic was sure that Shadow would show up soon.<p>

His hunch proved correct, as, after a bit more grinding on the vine, the black hedgehog leapt atop a large tree root a short ways ahead, pressing his left hand against the tree's trunk. Sonic pointed at him with his left hand and grinned, "I found you, 'faker'! Ha, how's that for a bit of déjà vu?"

Shadow appeared to be momentarily unnerved by the word 'faker', but he quickly regained his composure and said, "I've no time to play mind games. I hope you can fight as well as you can shoot your mouth off."

Sonic smirked as he jumped off the vine towards Shadow, "Look who's talking!" Shadow leapt from the tree root, both he and Sonic passing each other in midair before they both landed and started running through the jungle, throwing punches and kicks at each other all the while.

Eventually, after swinging on some vines and running down a winding green path, a structure in the distance caught their attention. Sonic shot Shadow a grin before pulling ahead, heading for it. The black hedgehog growled and sped up, following him onto a metal pipe that curved downwards. After reaching the end of the pipe, Sonic took off running past a line of makeshift prison cells and scattered military supplies with Shadow in hot pursuit.

As they rounded a corner, they realized that there was a chasm between them and the nearest piece of land. Looking around quickly, Sonic noticed a rectangular metal platform poking out of the ground and jumped on it. It depressed for a moment before it shot up like a spring, sending Sonic flying to the other side of the chasm. Shadow looked on in surprise for a moment, as though he had never seen such a thing, before doing the same.

On the other side of the chasm, Sonic found, instead of a path, a river of radioactive sludge in front of him. "This has got to be bad for my health," Sonic commented while looking at the green ooze. He glanced back to see Shadow coming in for a landing. He shrugged, "Oh well." Turning back to the green river, he ran towards it, leaping off the edge of the platform.

Instead of landing in the river, however, he had leapt far enough to reach the edge of the 'canal' it was in and started grinding on a pipe sticking out of it. Shadow stopped at the edge and watched him for a second before doing the same thing. Sonic glanced back at him and wondered, "_What's he hesitating for? I'd heard he came here during the Black Arm invasion; he should at least have some idea what he's doing._"

The pipe ended up branching off, taking them back into the jungle, the pipe itself going into a building full of vats containing the radioactive liquid. Sonic and Shadow leapt off the end of the pipe, managing to land on the floor rather than in one of the vats. They then burst out through the facility's entrance and took off into the forest once again, Sonic still in the lead.

After a short while of running, Shadow had managed to catch up to Sonic, but he still wasn't close to overtaking him yet. He began to fall back as Sonic approached a ledge, the blue hedgehog leaping from the edge and grabbing onto a vine. He used it to swing to a chunk of land that was high above the surface of the mostly unpolluted water below it. As he dashed towards the end of it, where he could see blue skies through an opening in a large tree, he grinned, "Looks like this game is over!"

A second later, however, the ground beneath him started rumbling, throwing him off. As Sonic tried to remain upright while moving, something green shot over his head and struck a tree branch, breaking it off and falling straight down towards where Sonic was headed! When he saw it, he quickly planted his feet on the ground, sliding as he tried to stop to avoid being crushed. The tree branch hit the ground before he could get under it, and Sonic came to a stop a short distance away from it as it rolled off the side of the path and the rumbling stopped.

Before Sonic could stand up, he heard Shadow say, "You're right." Sonic looked over his shoulder at the black hedgehog. Shadow frowned, "It IS over." Suddenly, a green glow surrounded both of his hands and a green ring of fire began to form around Sonic. The blue hedgehog managed to climb to his feet, but before he could move, a green dome formed above him and began to push him down, his silhouette sinking into the ground. Shadow walked away as the green flames disappeared, walking through the opening in the tree as he smirked, "And I win."

* * *

><p>Sonic groaned as he began to regain consciousness, holding his right hand to his forehead as he used his left hand to help push himself up. After a moment, he found his balance and opened his eyes, looking around at his surroundings. He appeared to be in some kind of cavern, standing on a yellow pathway with quartz crystals all around him. He had enough room to move, but it didn't look like he could move very far without running into a wall. "What the heck happened? Where am I?" he wondered.<p>

Suddenly, Shadow's face appeared in the crystal behind him and said, "You're somewhere out of the way. Or more accurately, out of MY way."

Sonic looked back over his shoulder and growled, "You! What have you done with Shadow?!"

The image on the crystal disappeared and reappeared on a crystal across from Sonic. "What are you talking about? I AM Shadow," the black hedgehog replied innocently.

Sonic pointed at the image and yelled, "Yeah, right! Your attitude and lack of knowledge were suspicious enough, but what you used on me looked like magic! And Shadow doesn't do magic!"

The image on the crystal gave a slow clap, "Bravo. You figured it out." The image then vanished and reappeared on the crystal directly above Sonic, saying, "But just like one of your new friends, it's too bad you're the only one who figured it out. You won't be getting out of here, but don't worry. I'll send your friends to give you some company after I'm through with them."

Sonic glared and leapt up towards the image, yelling, "I'm not buying that garbage!" He curled up into a ball as he got closer, smashing the crystal into pieces. Landing on the ground afterwards, he growled, "You're not going to have your way with my friends, faker! I'll get out of here and stop you! And even if you do manage to get to them first, they're going to get suspicious when you show up and I don't!"

The 'Shadow' image appeared on a crystal to Sonic's side and chuckled, "Forgive me when I say there won't be any problems at all. You're somewhere where you won't be able to get back to them. And they'll have no reason to be suspicious, especially if they're anything like HER friends. I suggest you get comfortable; you won't be going anywhere for a long time." With that, the image winked out of existence with a mocking laugh.

Sonic began using Homing Attacks and Spin Dashes like crazy, smashing more crystals as he yelled, "Oh, I am DEFINITELY gonna get out of here now! And I'm gonna make you pay for thinking you can do anything to my friends on my watch!" He continued smashing crystals as he shot around the room, looking for a way out. Soon he hit a crystal and bounced off of it, landing on the ground and going down on one knee, panting. A second later, the crystal shattered and the wall behind it collapsed. Looking up, he spotted two familiar figures on the other side of the broken wall, looking back at him. "Shadow? Gilda?"

* * *

><p>"And that's what happened, yer Highnesses." Applejack said as she finished recounting her, Twilight, and Sonic's encounter with Nightmare Moon. The group had moved away from the path leading into Whitetail Wood, staying close so Sonic would be able to find them when he got back, and everyone was currently sitting on the ground.<p>

Luna stared at the earth pony in silence for a long while before closing her eyes and saying, "I am afraid I have no recollection of such events, Applejack. Nor have I had any dreams recently of becoming Nightmare Moon again."

Celestia nodded, "If anything had happened to Luna, I would've sensed it. But I detected no trace of that which transformed her all those years ago when I found her. It couldn't have been her."

Applejack said, "But… she recognized us!" She looked at Twilight and asked, "Didn't she make it sound like we'd encountered her before, Twilight?"

Twilight nodded slowly, "She did… But some of the things she said, like what you noticed… What if that wasn't Nightmare Moon?"

Rarity spoke, "Come now, Twilight. I'm as skeptical as the Princesses of this tale, but there's no other mare quite like Nightmare Moon. Who could possibly want to pretend they were her?" The white unicorn failed to notice the slight glare Luna was giving her.

Pinkie Pie piped up, "You're right, Rarity! There IS nopony like Nightmare Moon! So it must have been… another Nightmare Moon!"

Rainbow raised an eyebrow, "Uh, Pinkie? Isn't that basically what Rarity said ISN'T the case?"

Pinkie replied, "No, silly! I said ANOTHER Nightmare Moon! As in not the one we know!"

Spike scratched his head, "What? I'm confused…"

Tails asked, "Pinkie? Are you suggesting that the Nightmare Moon they saw… was from another universe?"

Pinkie replied, "Exactly! You guys are from another universe! So that means that, since time is a big ball of wibbly wobbly timey wimey stuff, there could be ANOTHER universe, one where Nightmare Moon wasn't changed back to Lunie! That portal could have been the entrance to another universe!"

Everybody stared at her in silence for a moment. Twilight eventually said, "That's… actually a very plausible theory, Pinkie." Pinkie looked proud at that; Twilight then added, "Although if it is true, there are still a few problems with it."

Pinkie looked directly at her and asked, "What do you mean?"

Twilight explained, "Well, if that was another universe and Nightmare Moon was still around, then the night there would last forever. But when she appeared, she said that night would be eternal 'this time'. She wouldn't have said that if an alternate version of the Elements of Harmony had failed to stop her."

Pinkie held a hoof up to her chin and rubbed it for a moment before saying, "Hmm… true."

Twilight continued, "And speaking of the Elements of Harmony, after that thing took Nightmare Moon, we found Applejack's Element, seemingly left behind." She looked over at her saddlebags (which she had set off to the side) as her horn lit up, a magenta aura surrounding the flap on her right saddlebag. The flap then opened and she used her magic to lift the apple-shaped necklace out, holding it up in front of her.

Pinkie Pie looked at the necklace with narrowed eyes, examining it VERY carefully. She soon backed off and said, "Yep, it looks real to me!"

Celestia asked, "You found that in the Ancient Castle of the Royal Pony Sisters, Twilight?"

The lavender mare replied, "Well, Sonic found it actually, but yes, Princess."

The Sun Princess looked down and murmured aloud to herself, "First this Nightmare Moon tale, now this… What is going on in Equestria? And how did the Elements of Harmony get caught up in all this?"

Spike offered, "Twilight and Tails said we were traveling through time and space, Princess. The Elements probably got scattered thanks to that thing that sent us all to this place."

Rainbow nodded, "Could be. That would explain how Gilda happened to come across my Element necklace."

Celestia looked up and asked, "Your Element has been found too, Rainbow Dash?"

The rainbow-maned mare replied, "Yeah." She turned to Twilight and said, "Show her, Twilight!" The unicorn nodded and used her magic to pull out the Element of Loyalty necklace, holding it up next to the Element of Honesty necklace. Celestia wrapped her magic around both necklaces and levitated them in front of her face, examining them for herself. She soon agreed that they were indeed the real Elements.

Before anything else could happen, a female voice, one that Knuckles and Rarity recognized all too well, spoke above them, "Well, what have we here?" Everybody looked up to see Rouge slowly coming down towards them, her wings flapping to slow her descent.

"Ah, Rouge!" Knuckles said, standing up as she landed. He wondered what she was doing here, although he guessed she wasn't looking to finish that conversation they had started back at Sonic's birthday party.

He didn't get much time to ponder her intentions as Rarity also stood up and glared at Rouge, saying, "And just what are you doing here?"

Rouge simply smirked, "My! And here I thought Knuckles was the only one who knew how to give a charming hello." Rarity's frown deepened at those words.

As he, along with everyone else, stood up, Tails asked, "Uh, Rouge? If you don't mind telling us, why are you here?"

Rouge replied, "Hm… Well, since you asked politely…" She trailed off for a moment, giving Rarity another look before saying, "Let's just say a little birdie told me a certain hedgehog was around here."

Knuckles asked, "Are you talking about Shadow?"

Rouge nodded, "Mm-hmm. So I thought I'd come out and see what he's been doing since the last time I saw him."

Rainbow Dash spoke up, "He's been acting like a huge jerk is what he's been doing!"

Rouge mused, "Oh? How so?"

Scootaloo said, "He was sneaking around, spying on Rainbow Dash, Sonic, and the rest of us until Espio caught him!"

Apple Bloom nodded, "He was bein' rude to the Princesses!"

Sweetie Belle added, "And he was acting all high and mighty when Sonic stood up to him!"

Rouge held a hand to her chin for a moment before saying, "Mm, I suppose the sneaking around and being rude is a little unusual for Shadow, but I'd hardly consider Shadow acting all tough around Sonic to be unusual. They're not exactly the best of friends, so to speak."

Applejack glanced off to the side and said, "Speakin' of not gettin' along, Ah think ya might wanna hide yerself, Spike."

The baby dragon looked confused. "What are you talking about? Why would I want to hide, Applejack?" he asked.

The orange earth pony smirked at him out of the corner of her eye, "Well, 'Little Miss Pink and Hammer Happy' is comin' this way. And she don't look too happy…"

Spike started to sweat at that. "Uh, okay. Listen, if Amy's looking for me, um… I'm NOT in here!" he exclaimed as he dove into Twilight's open saddlebag, pulling the flap closed.

Rarity, Fluttershy, Apple Bloom, Sweetie Belle, and the Princesses all looked at where the dragon was hiding in confusion for a moment before turning to look at each other. Tails and Twilight, meanwhile, both exchanged a nervous look before facing forward as Amy came to a stop right in front of them. "All right, where is he?" the pink hedgehog demanded angrily with her hands on her hips.

Tails nervously scratched the back of his head as he asked, "Uh, who, Amy?"

Amy replied, "Sonic! He told me he would be right back and I haven't seen him since! He's been with you, hasn't he?!"

Spike poked his head out of Twilight's saddlebag and let out a sigh of relief as Cream spoke up, "Shadow challenged Sonic to a battle, Amy. I don't think they should be fighting, but Shadow was acting so mean to him and Princess Celestia." Cheese and the Cutie Mark Crusaders nodded in agreement.

Tails asked, "What do you mean he said he would be right back? Up until now, he's been with us ever since we left the town hall."

Amy argued, "No he hasn't! I found him by himself in the street, and he said he wanted to spend some quality time with me!"

Twilight asked, "What? I'm sorry, but that can't be right, Amy. Sonic hasn't gone off by himself until a short while ago, and we haven't seen you until now. There's no way he could've been with you."

Amy glared at her, "That's a lie! I know what I saw and heard!" She clasped her hands together and held them up near her head as she dreamily said, "Sonic was so sweet to me, saying all these nice things and wanting to be close to me…"

Knuckles snapped her out of her daze by saying, "Give us a break, Amy. When did you have THIS daydream? I mean, come on! Sonic deciding that spending time with you is more important than the fate of two worlds? Are we really talking about the same Sonic?"

A familiar voice said, "Well, of course!" Everyone turned to see Sonic walking out of Whitetail Wood. "I'm one of a kind!" he grinned.

"Sonic!" Amy exclaimed, practically skipping over to him. Once she was in front of him, she demanded, "What took you so long?!"

Sonic replied, "Sorry, Amy. Shadow held me up." He then smiled, "Not to worry, though. He won't be bothering us ever again."

Rouge asked, "What do you mean by that?"

Sonic looked over at her with a level stare, seeming to barely acknowledge the bat's presence, and said, "Exactly what I said. He was being a jerk and I put him in his place. He'll think twice before trying to get between me and Amy again."

Amy squealed, "Oh Sonic, you're the best!" She then wrapped her arms around him, hugging him. Surprisingly, Sonic did not resist; he just calmly smiled and wrapped an arm around her.

Knuckles stared, "WHAAAA?!"

Spike, who had pulled himself out of Twilight's saddlebag at this point, growled, "That liar! He's been holding out on me!"

Rarity said, "Ooh! Sonic has a special somepony? That is SO sweet!"

Twilight stuttered, "But… he doesn't, Rarity!"

Applejack nodded, "That's right! He pretty much said so himself!"

Rarity was about to protest, but Rouge cut her off, "They're right, you know. Sonic spends more time trying to avoid her than he does with her. And honestly, I can't blame him."

Espio said, "Something is not right about this."

Tails nodded, "Yeah…" He walked over to Sonic and Amy and asked, "Sonic?"

The blue hedgehog looked at him, saying, "Hm?"

Tails asked, "How exactly did you beat Shadow?"

Sonic shrugged, "Why do you want to know?"

Tails replied, "Well, it… it's just kind of weird that you'd suddenly want Shadow to stop bothering you. I mean, running into him, comparing your skills and all that… you've always enjoyed doing that, right?"

Sonic said, "Yeah well, sometimes you should watch what you say to people. You push someone too far and you're going to regret it. And he definitely pushed his luck this time, trying to stop me from getting back to Amy."

Tails looked confused, "But that's never stopped you from saying things to Eggman. And what's with this sudden fixation on Amy?"

Amy suddenly let go of Sonic and turned to Tails, glaring, "What, do you have a problem with that?"

Tails backed up a step in surprise, stuttering, "W-well, no, but…"

Back with the group, Twilight adopted a worried look, thoughts and memories beginning to come to her as she watched Amy yell at the fox, "But nothing! Sonic's obviously had feelings for me for a long time and has finally decided to show them! He's already said that we should get married soon! You're just jealous!"

Rarity called, "Stop getting in the way of their love, Tails! It's very apparent even to me that he loves her! Why can't you see that?!"

Sonic walked up to Tails, who was beginning to tear up, and said, "They have a point, you know. You really shouldn't be sticking your nose into adult matters, boy. So why don't you buzz off and mind your own business," he poked Tails on the nose, "Pixel Brain?"

Tails muttered, "Pixel Brain…?" Sadness suddenly gave way to anger and Tails slapped Sonic's hand away, pointing at him and saying, "You're not Sonic! Sonic would never act like such a jerk!"

Amy yelled, "See?! You really are jealous!"

'Sonic' asked, "What's wrong with you, kid? Why do you have to be such a twerp? Why do you have to get between me and my girl?"

He flinched as a voice behind him yelled, "Because she's not YOUR girl, faker!" 'Sonic' started to turn around, but was stopped when something slammed into his back. Tails quickly leapt back as 'Sonic' was pushed forward for several seconds before he was sent flying, hitting the ground hard and sliding for a second. He then looked behind him and up, seeing Sonic standing there with his left hand on his hip. Shadow ran up along his left side, coming to a stop next to him and crossing his arms, and Gilda landed on his right side as Sonic said, "And I don't recall saying she was mine!"

'Sonic' stared at them, "What?!" He flipped onto his back and pointed at them, demanding, "How did you three manage to escape?!"

Gilda and Sonic smirked as they cast a sidelong glance at Shadow, who responded by uncrossing his arms and holding his left arm out to his side, his hand containing a yellow gem that caused Rarity's eyes to start sparkling. Tails, who had come back over by Twilight along with Amy, saw it and exclaimed, "That's a Chaos Emerald!" Rarity snapped out of her daze at the fox's words.

Shadow nodded, "That's right. We could've easily gotten out of there by ourselves, but you made it all too easy by leaving this somewhere where we could find it." 'Sonic' gritted his teeth at that.

Some of the group members were still trying to process the fact that there seemed to be two Sonics instead of one. Amy was the first to voice her confusion, "I-I don't understand! How did my Sonic suddenly become TWO Sonics?"

Gilda growled to herself and then glanced back at Amy, yelling, "How dense are you?!"

Shadow gestured to Sonic, saying, "He's the real Sonic. SHE is nothing but an imposter."

Twilight asked, "'She'…?" Her eyes then widened as she muttered, "Oh no, it can't be…!"

Suddenly, the fake Sonic stood up as a green glow surrounded his hands and his eyes began to glow bright green. A ring of green flames then surrounded him and more flames burst out of the ground surrounded by the ring, engulfing him and forcing everyone to close their eyes for a moment. When they opened them, they were all shocked to see the fake Sonic beginning to get taller. As he was growing, the quills on the back of his head burst out, revealing long light blue hair that had a few holes in it, and a pair of insect-like wings burst out from beneath the quills on his back. He dropped down on his hands as both his arms and legs suddenly changed into holey, black horse legs and a light blue tail burst out of where the short tail used to be. A long, jagged black horn then burst out of his forehead, shattering the imposter's mask completely.

A pair of green eyes opened as the flames began to dissipate and a dark laugh filled the air as it was revealed to be none other than Chrysalis, Queen of the Changelings! She smirked, "I'll give you fools this. You're more resourceful than I would've given you credit for!"

Gilda stared at her, aghast. "What… What is that?!" she exclaimed.

Twilight called, "She's the Queen of the Changelings! She's able to take on the form of somepony and gain power by feeding off another's love for whoever she's pretending to be!"

Sonic looked back at her, asking, "They feed off of love?!"

Chrysalis chuckled and said, "I didn't think you would forget, Twilight." She then looked at everybody and sneered, "For those of you who don't know, she is correct. Yes, I am the Queen of the Changelings."

Celestia glared at her, "Chrysalis! What are you doing here?!"

Chrysalis leered at her, "I could ask you the same thing, Celestia. I didn't think you ever left your beloved castle. But very well; what would you like to know?"

Sonic pointed at her and said, "How about why you were pretending to be Shadow!"

Chrysalis snorted, "Hmph. He brought it on himself. I was trying to find out what had happened and he wouldn't cooperate. He did not leave a good impression." She then smirked, "But somewhere along the way, he mentioned you, Sonic." She began pacing around the trio as she continued, "He said some things about you, and I suspected you might be a problem if I left you alone as well. Thankfully, my magic allowed me to send Shadow to the place where I woke up, the same place I sent you. Once he was out of the way, I started searching and eventually came across Ponyville. I had to stick to the shadows, but the waiting paid off, since I soon saw your little group walk by."

Applejack stomped a hoof in anger, saying, "That's why Ah had a feelin' somethin' was watchin' us! Ah shoulda guessed somethin' was up!"

Chrysalis smirked, "But you didn't, I see. And I got a good look at Sonic while you were passing by. Just like with Shadow, I decided to test out being in his form. I didn't expect to get grabbed by that pink hedgehog while I was trying it out, though. It seems my disguise turned out better than I had thought."

Amy screamed, "The Sonic I was with was actually a girl in disguise?! EW, THAT'S SO DISGUSTING!"

Sonic slapped his right hand against his face and groaned, "Amy? Not a good time for this."

Chrysalis chuckled and said, "It was worth putting up with her to get some of her love. She was just letting it pour off of her, and I had no qualms about taking it." She then shot Twilight a look as she smirked, "Of course, it was nothing like your brother's love, Twilight. Then again, he WAS a rare find." Twilight gritted her teeth and glared at her in anger. Chrysalis continued, "Not that I was going to complain, of course. After our last encounter, I was willing to take what I could get."

Sonic asked, "So why the Shadow ruse? And why'd you imprison Gilda too?"

Chrysalis smirked, "Well, of course I needed to get you out of the way. That griffin needed to be removed from the picture as well. I saw her sneaking around behind me, so I gave Amy an excuse so that she wouldn't see what I was going to do and got that griffin to reveal herself. Just like with Shadow, I managed to catch her with her back turned and sent her away. Not long afterwards, I learned that you were back, so I decided to make my move. I put you away as well and went back as you to get as much love from Amy as I could. But you had to escape and get in my way, didn't you? Especially when I was enjoying what was about to happen to your little fox friend."

Sonic looked back at Tails at that and noticed the telltale signs that the fox had been on the verge of tears not long ago. Rarity looked at Tails nervously and said, "I'm terribly sorry, Tails. It was terribly unladylike of me. I should not have said the things I said." Tails just waved at her, indicating he had no hard feelings towards her.

Amy growled, "That's it! Not only did you pretend to be Sonic, you also got me to act mean towards Tails!" She summoned her hammer out of nowhere and leapt over everybody's heads, screaming, "I'LL TAKE CARE OF YOU MYSELF, YOU MONSTER!"

She started to fall towards the Changeling Queen, her hammer held back above her head. She didn't fall far, though, before she was surrounded by a green glow, which held her up in the air, causing her to blush and pull down her dress, dropping her hammer in the process. Sonic looked back at Chrysalis and saw the same glow surrounding her horn. He yelled, "Let Amy go right now!"

Chrysalis looked at him for a moment before saying, "As you wish." The glow around her horn and Amy disappeared, the hedgehog girl falling straight down.

Sonic turned around and dashed in her direction, stopping under her and catching her in his arms. He looked down at her and asked, "Are you okay, Amy?"

She looked up at him and said, "I feel much better now, Sonic, though I am still mad at her for tricking me like that!"

Sonic set her down and turned back around to face Chrysalis, but before he could move, he felt feathers on his back. He turned to his side to see Celestia standing there, her right wing outstretched. She glanced down at him and said, in a voice that certainly implied she was angry, "Stay back, Sonic. You've been through enough already." She then walked forward, stopping between Shadow and Gilda and spoke, "I will take care of her."

Shadow held up his right fist, pressing it against Celestia's chest piece and said, "You will do no such thing." Celestia looked down at him as he lowered his fist. "She has insulted the Ultimate Life Form. I will deal with her myself," he growled.

Chrysalis laughed and said, "Oh, that's rich! I'll put an end to your delusions of grandeur right now!" She lowered her head and charged towards him, horn pointing directly at him.

Everybody tensed up at this sudden action, but Shadow remained calm. He held up the yellow Chaos Emerald, saying, "Chaos Control!" The emerald suddenly gave off a bright flash and suddenly, to everyone else, Chrysalis seemed to be moving in slow motion. Shadow quickly dashed to her side and jumped up. Bringing his right fist back, he punched her in the side of the face, knocking her away and sending her flopping across the ground for a moment.

Celestia, Luna, Gilda, Spike, and the ponies all stared in shock at this display while Sonic and his friends hardly seemed fazed by it. Chrysalis soon lifted her head up and glared at Shadow. "Y-you…!" she growled.

Shadow said, "Don't bother. With a Chaos Emerald's power, I control time and space. You can't break free." His gaze then hardened as he added, "But if you still think you stand a chance, I'll be happy to amuse you."

Chrysalis growled, "You DARE mock me?!" She struggled to stand up, saying, "I'll make you pay for your defiance!"

Shadow slid the Chaos Emerald back into his quills, preparing for battle. He turned his head as Sonic called, "Shadow!" The black hedgehog shared a look with the blue hedgehog for a moment before the latter said, "Kick her butt!" Shadow nodded and turned back to the Changeling Queen. Sonic then looked at the others and said, "Come on, everybody, let's give these two some room to brawl."

Sonic's friends, along with Gilda, surprisingly, got the hint and began to move away from the immediate vicinity. Spike and the ponies, however, seemed surprised by Sonic's decision to leave Shadow to fight the Changeling Queen by himself. Rainbow flew in front of Sonic and exclaimed, "Sonic, you can't be serious! You're going to let HIM fight Queen Chrysalis all by himself?! If he's going to fight her, then he's going to need somepony to back him up! Besides, I want to kick her flank too!"

Sonic leaned into her face and, with narrowed eyes, calmly replied, "I said EVERYBODY. That includes you and the princesses, Dash." The pegasus looked ready to retort, but Sonic leaned closer and said, "I'm telling you this for your own safety. You DO like your wings where they are, don't you?"

Rainbow leaned back at that, staring at him in surprise. After a moment, she finally relented and said, "Ugh, fine." She then flew back to where everyone else had gathered: behind some trees to watch from a distance. Sonic followed her, as did Spike, the Princesses, and the rest of the ponies after a moment.

Once they were all in the same spot, Twilight walked over to Sonic and asked, "Sonic, are you sure Shadow will be all right? I mean, after she managed to catch you and all…"

Sonic replied, "Of course! She did her spell thingy when I wasn't expecting it. Shadow and Gilda were caught unexpectedly too. She's gonna be sorry she tried to take care of Shadow with a cheap trick like that." He then looked at her and asked, "Speaking of which, do you think you could put up a force field around where they're fighting? Just to make sure the queen doesn't try to run from him?" Twilight nodded after a moment and focused her magic into her horn, a magenta aura surrounding it.

Shadow looked up as a magenta shield suddenly appeared around the general area he and Chrysalis were standing in, closing it off to the rest of the world. "What's this?" he wondered.

"This must be Twilight's own shield spell. Looks very similar to her brother's," Chrysalis mused aloud. She then smirked as she stared at Shadow, "Too bad she didn't put it around you. Not that it would help you in the slightest."

Shadow grunted, "Hmph. This just makes everything easier. I won't have to chase you down like the coward you are."

Chrysalis screeched, "COWARD?! I'll show you who's a coward!" She then shifted her head downwards, pawing at the ground for a moment before charging towards Shadow. A moment later, Shadow responded in kind, charging towards her.

Once they were close enough, Shadow lowered his body and slid across the ground, sliding under Chrysalis as she was about to strike him. As he was about to slide out from under her, he thrust his right leg out, catching it on one of her back legs and tripping her. While she was still up, he quickly stood up and kicked her away, causing her to go sliding across the ground.

After she stopped, Chrysalis turned to look at Shadow, glaring at him as he ran towards her. "You… You don't know who you're messing with!" she screamed as she channeled her magic into her horn and fired a green beam at him.

Shadow simply moved to the side as he continued moving, dodging the beam. "A straightforward attack… I'd hardly call that a threat," he said as he neared her, this time punching her away.

Chrysalis looked at him from where she was on the ground and used her magic, her horn glowing green as she growled, "How about this, then?!"

Suddenly, a wall of green flames burst out of the ground around Shadow, surrounding him. "Ah, a technique like the one you used to trap me… Yes, this seems like a much smarter tactic!" As the flames began to get closer, he smirked, "But ultimately, it will do no better." Focusing for a moment, he bent his legs and then jumped, leaping out of the ring of flames. As he neared the height of his jump, he murmured, "Something tells me this will be a short fight…"

Chrysalis, having stood up while he was surrounded by the flames, grinned, "I have you now!" She fired a green beam directly at where the black hedgehog was going to be in a second.

Shadow noticed what she was doing and yelled, "Chaos Control!" At those words, he disappeared in a flash of light.

Chrysalis' head turned to the side as Shadow suddenly reappeared next to her. "What?!" she exclaimed.

She had no time to say anything else, due to Shadow suddenly roundhouse kicking her. "Whoops. You're too slow," he said dryly.

From where she was, Chrysalis turned her head and fired another beam at the black hedgehog. Shadow stepped to the side to dodge it and then held up his left arm. He then brought it back and then forward, saying, "Chaos Spear!" At his words, a large purple spear suddenly appeared and went shooting towards Chrysalis, who leapt off the ground and fluttered her wings to fly over it, the attack exploding harmlessly against the force field.

On the other side of the field, everyone, including Princess Celestia and Princess Luna, was intently watching the fight. "Goodness, he's not shy about showing off his power at all, is he?" asked Princess Luna.

"No kidding. Just look at them go," Spike said.

Applejack looked over at Rainbow Dash and asked, "What do ya think now, Rainbow? Still wish you were a part o' that fight?"

The cyan pegasus looked over at her and said, "Eh… not so much anymore. I kind of like my wings and, well, every part of my body, to be honest, where it is."

Princess Celestia looked over at Sonic and asked, "Is Shadow always like this?"

Sonic replied, "If you get him mad enough, yeah. When he goes all out… well, let's just say it's not safe to be around him." He looked over at Tails and Twilight and walked over to them. Once he was next to them, he asked, "Twilight, how's your force field doing?"

An explosion against the side of the field made the lavender unicorn flinch for a moment before she said, "It's holding up so far. For how much longer without me recasting the spell, I don't know."

Sonic replied, "Well, don't worry about it, then. I don't want you to exhaust your magic again." Twilight nodded; Sonic then looked at Tails and asked, "You all right, bud? Did the queen say something to you?"

Tails, as he twisted one of his namesakes in his hands, murmured, "…Sort of. When she was pretending to be you, I got suspicious of her behavior and Amy ended up getting mad at me. And then she said some stuff… I know now that it wasn't you, but…"

Sonic caught the hint and moved in front of him, placing his hands on his shoulders and saying, "Tails." When the fox looked up at him, he continued, "Whatever she said was just rubbish. She can copy my appearance, but she can't copy my personality. I would never get mad at you. You're more likely to get angry at me. After all we've been through and all the time we've spent together, I could never look down on you. You're my best friend. No…" He smiled softly, "You're my little bro." Hearing that made Tails feel like a great weight had been lifted from his shoulders and he hugged Sonic, the blue hedgehog returning the brotherly display of affection.

Twilight smiled to herself as she looked at them. "_Sonic is Tails' BBBFF…_" she thought. A sudden cracking sound caught her attention and she turned to look at the force field. One of Chrysalis' beams had struck the field and had caused it to develop a crack, similar to when the changelings were about to break through the force field around Canterlot. "It won't last much longer…" she murmured.

Sonic let go of Tails and they both looked over at her, Tails asking, "What did you say, Twilight?"

The lavender unicorn looked at them and pointed at the crack, saying, "The force field is going to break soon."

Gilda came over as Shadow struck the force field, having narrowly missed Chrysalis, and said, "Ah, don't worry about it. Shadow's got that weirdo on the ropes."

The three of them looked back at the fight and saw that Shadow was still standing strong while Chrysalis was tiring out. "Yeah, you're right, Gilda. Might be a good thing the force field is going to shatter soon," Sonic noted.

After battling for another minute, Chrysalis launched another beam at Shadow, the black hedgehog responding with a variation of Chaos Spear. He fired several smaller spears, all of which hit the beam and held it back for a moment, allowing Shadow to finish charging. He then leapt up as the beam broke through and fired a much larger Chaos Spear at her, which sent her flying back into the force field. As she fell to the ground, the force field finally gave way, shattering into pieces that disappeared as soon as they hit the ground.

Seeing the Changeling Queen collapsed on the ground, Scootaloo cheered, "Yeah, he did it!"

Apple Bloom asked, "Sis, can ya believe he took that mean ol' changeling down all by himself?"

Applejack smiled, "Ah may not agree with some o' his fightin' methods, but that Shadow feller is strong fer sure!"

Sweetie Belle noticed Shadow was walking towards Chrysalis and asked, "What's he doing?"

Knuckles growled, "Simple. Shadow is the predator and the queen is his prey."

Fluttershy whimpered from behind her hooves, "You mean he's going to…?"

As he reached her, the Changeling Queen growled, "This can't be… Impossible… I am ruler of the swarm… The only one who has defeated Celestia and conquered Canterlot…"

As he stood in front of her, Shadow said, "I can see why it didn't last. The fear in your eyes says it all." He wrapped his left hand around her horn and raised his right foot over her head (causing some of the members of the group to panic and start moving towards him), saying, "And if I may quote Charles Darwin…"

Suddenly, a voice yelled, "NO!" Shadow looked up, only to get struck in the face and knocked backwards. After landing on his back, he looked up to see Sonic standing in front of the queen.

"Sonic? You dare get in my way?" Shadow growled.

"I'm over here, dude!" Shadow looked back to see Sonic, Tails, Twilight, Pinkie Pie, Celestia, and Luna standing a little past where the force field had been, but otherwise nowhere near him. He looked back to see the other Sonic still standing in front of Chrysalis.

She chuckled, "Ah yes, I forgot to mention my changeling army. I happened to locate my fellow changelings and bring them together before I came across Ponyville."

Suddenly, Espio yelled, "Surprise attack coming from above!" Everybody turned around and looked up where he was looking, only to see multiple green and black specks coming down from the white sky! Nobody could tell how many changelings there were, but there was a sizable amount and they looked like they were coming in for a bombing run! The changelings began to crash-land near the group, all of them surrounded by their species' green aura. At first, they only landed nearby, but then they began to aim, forcing everybody to move away.

Shadow, meanwhile, turned back to Chrysalis, only to realize she was gone and there were now two Sonics standing side-by-side in front of him! Shadow leapt to his feet and charged them, but the Sonic on his right suddenly changed into a mirror image of him and halted his charge, mimicking the black hedgehog as he tried to push past. Shadow raised a fist to strike the imposter on the head, but as soon as he did, the changeling changed into Rainbow Dash and punched him away with both forehooves. Shadow fell onto his back, landing near Tails and Rouge. Looking up, he realized that the changelings had them surrounded.

Shadow managed to stand up, but the changelings began to change before anyone else in the group could move. And they didn't all change into Twilight and her friends. Some changed into the Cutie Mark Crusaders. Some changed into Gilda. Some changed into Spike. Some changed into the Princesses. And some even changed into Sonic and his friends.

Once they were completely surrounded by lookalikes, Rouge spoke, "Someone remind me again what these little pony beasties are."

Tails looked at her and said, "They're changelings, Rouge."

A group of changelings imitating Tails leaned over and repeated, "They're changelings, Rouge." They all grinned/smirked after saying that.

Luna looked at Celestia and asked, "Sister, what should we do?"

Her sister thought for a moment before saying, "They're all following their queen's orders. If we can defeat her, the changelings should retreat." She looked at Shadow and asked, "Where did Chrysalis go?"

Shadow growled, "She disguised herself again."

Knuckles said, "She's trying to recover by hiding in a sea of lookalikes."

Sonic thumped his right fist into the palm of his left hand, saying, "Then it looks like we're going to have to coax her out."

Knuckles grinned, "I don't have a problem with that."

Getting into a fighting stance, Sonic said, "Remember, once the fighting starts, stick to your own doubles! Don't attack anyone else unless you know for sure that it's a changeling!" Everybody else, including Celestia and Luna, prepared themselves as he finished speaking. The first wave of changelings soon leapt at the group; they responded in kind, a large cloud of dust being kicked up as the brawl began.

For the brief time that they could all tell the difference, everybody lashed out as many changeling imposters as they could, which wasn't hard considering they were all coming straight towards the group. Once everybody began to spread out, however, they all began to focus only on the changelings that were imitating them specifically.

While most of the changelings leapt into the battle ready to fight, some were just now realizing that they weren't used to having hands or standing on two legs. As such, even Spike, who, just like Twilight, was going off of bits and pieces from Rainbow Dash and Applejack for close-quarters fighting, was able to briefly take advantage of their confusion. The rest of them, though, were able to adapt to their new forms quickly and they began to throw down with the rest of them.

In the midst of the fighting, Spike and each of the Cutie Mark Crusaders found themselves being chased by changelings imitating them. As they were running, they all realized they were headed for a four-way collision. At the last second, they all managed to step to the side, resulting in a pileup of changelings. The four of them nodded to each other before they all leapt upon the pile, a Looney Tunes-style dust cloud being raised as they began attacking the changelings, eventually sending them all flying out of the cloud. When the cloud cleared, Spike and the Crusaders were all sitting back-to-back, panting and looking dusty.

Suddenly, they sensed a presence above them and looked up. And standing right over them was a pair of Celestias, both looking down at them with angry eyes! The fillies and baby dragon all yelped and huddled together as the two princess lookalikes extended their wings, rearing back on their hind legs, and raised their hooves over them when suddenly their heads jerked to the side. The two of them looked at each other and then glared at each other, both thinking the other hit them.

Spike, Scootaloo, Sweetie Belle, and Apple Bloom all looked up after a moment and looked on with wide eyes when they saw the two Celestias locked in a hoof/slap fight. A second later, their heads suddenly hit each other, dazing them before something suddenly knocked both of them away. The four of them were confused until Espio appeared right between where they had been standing. Spike said, "Hey, thanks, Espio!"

The chameleon nodded, holding his right index and middle fingers up near his horn as he replied, "Your small sizes give you an advantage. Make the most of it, but be careful." He then camouflaged himself, seemingly vanishing into thin air. Spike and the Crusaders looked at each for a moment before standing up and dashing back into the thick of the battle.

Nearby, Shadow was backing up from a group of Shadow changelings when his backside suddenly came into contact with what felt like fur and feathers. Looking back over his shoulder, he found Gilda looking back at him. The two were on relatively good terms, considering they both had ended up together in the crystal mine, so Shadow turned back to his changelings while Gilda did the same. Before he could attack, however, he felt a burst of magic behind him and turned around, only to find a changeling hissing in his face. Unfortunately for the changeling, Shadow immediately recognized him as a threat and swung his left fist into the side of his muzzle, knocking him away.

While his back was turned, the Shadow changelings took the opportunity to leap at him. Shadow turned to see them all overhead, all with their arms outstretched. As soon as they were within range, however, Shadow pressed his left hand against the ground and held himself up while he swept his legs around with the jets on his Air Shoes spewing flames. And unfortunately, the changelings had no way to dodge the flames in midair, so they all ended up getting burnt.

The black hedgehog turned around at a shout to find the Gilda changelings leaping at him too. Before they could reach the height of their leap, however, the one in the middle suddenly slashed the changeling on her left with her claws and then roundhouse punched the changeling on her right, causing both changelings to crash into the others. Shadow looked at the remaining Gilda as she spread her wings and landed a second later. She grinned at Shadow, "Got your back." Shadow smiled; this was the real Gilda.

A second later, they both heard Sonic shout, "Heads up!" They turned to see Sonic and Amy running towards them, the pink hedgehog holding up her Piko Piko Hammer. They both turned to see a line of Sonics and Amys rushing towards them.

As they got closer, Sonic curled up into a ball and Amy held her hammer back, saying, "Mind if I play through?" She then swung her hammer like a croquet mallet, sending Sonic flying up into a fake Amy and then whacking him into several more changelings before jumping up and sending him down towards a fake Sonic.

As Sonic bounced up after hitting the fake, Gilda glanced back behind Amy to see a fake Shadow coming towards her. Spreading her wings, Gilda flew up and caught Sonic in her right claw and then turned and held her arm back before throwing him directly at the fake. After rebounding off the faker's head and landing, Sonic looked at Gilda and grinned, "Nice throw!" The griffin smirked at him at that. She, along with Sonic and Shadow, then watched as Amy ran after a fake Sonic, yelling something about impersonating her blue beau.

Elsewhere, Rouge was surrounded on all sides by changeling imposters, almost all of them taking the form of a male, be it Sonic, Tails, Knuckles, Shadow, Espio, Cheese, or Spike. The treasure hunter was currently handling the situation well, all things considered, but she was also starting to tire out. After kicking away a Spike imposter and grabbing and swinging an Espio changeling around before throwing it at… someone or something, she placed her hands on his knees as she leaned forward and panted. She looked up at the glaring eyes all around her and smirked, "Take it easy, boys. You'll all get your turn."

Two changelings, one pretending to be Knuckles and the other pretending to be Shadow, suddenly charged her, apparently not the patient kind of changelings. In response, Rouge spread her wings and took off, the two changelings colliding into each other headfirst. As she began to fly away from the gathering, Rouge muttered, "Mashers. I think this is why I prefer spy work over the missions Shadow is usually assigned." Suddenly, she felt something grab her legs and looked back to see a Tails changeling trying to pull her down. "Ugh! You sure are fresh," Rouge quipped.

A shout from in front of her caught the bat's attention and she turned her head to look. And there was Rarity, flying towards with her back leg extended in a flying hoof kick. She wasn't aiming for Rouge, though; she was aiming for the changeling holding onto her. And she struck it square in the chest, knocking the wind out of it and causing it to release Rouge. Rarity landed on her hooves moments after the changeling ended up on its back, Rouge landing behind her a second later. The bat glanced back at her and said, "Hm. Not bad at all."

Rarity looked over her shoulder at her, saying, "I hope you're not giving up, Rouge. Surely you wouldn't dream of ducking out before me?"

Rouge smirked, "Of course not. I just needed a minute to catch my breath." She pressed her hands together and pushed them out before saying, "Let's get back into it. And how about you show me what else you're capable of while we're at it?" Rarity nodded before they charged towards the changelings surrounding them.

And they weren't the only ones working together. They were all still moving around, but everybody was sticking together to help bring down the changeling horde. Sonic and Twilight, Tails and Fluttershy, Knuckles and Applejack, Cream, Cheese, and Rainbow Dash, Espio and Pinkie Pie (and her party cannon), Amy, Spike, and the Cutie Mark Crusaders, Shadow and Gilda, Celestia and Luna… they were all working together to defeat this enemy.

Amidst all the fighting, however, everybody failed to notice that, out of all the changelings, there was one that was not battling. This one kept moving around the field, changing its form and ducking behind other changelings whenever someone came close to it. Now in the form of Twilight Sparkle, the changeling could see how badly the situation was becoming for the changelings and turned to flee towards Ponyville.

Knuckles noticed the changeling as he sent an Applejack changeling flying towards the real earth pony. He yelled, "Hey, Twilight's running away!"

Sonic called to him, "No she's not, Knuckles! She's right here!" He pointed at the lavender unicorn next to him, specifically her horn, which was shooting off a few magenta sparks as she readied another spell.

Tails looked and yelled, "That's got to be the queen!" The Twilight imposter began to run faster at that.

Both Shadow and Gilda heard the fox and, after dealing with one last changeling, turned and started chasing after Chrysalis. As he ran, Shadow called, "You handle the rest of these! We'll take care of her!"

Chrysalis growled when she saw Shadow and Gilda following her, "Confound these… creatures, they force me to do this!" While still running, she let out a loud insect call.

Back near Whitetail Wood, Applejack looked up as she heard the queen's call echo. "What was that?" she wondered.

"It sounded like an insect call," Fluttershy said.

Tails looked at the changelings and noticed that they had all frozen up at the sound of the call. "What's up with them?" he asked. He got his answer a second later when they all suddenly ditched their magic disguises and spread their wings, flying away. "What's going on?" Tails wondered.

"It would appear they are retreating," Celestia said.

"Awesome! That means Shadow must've caught the queen!" Rainbow Dash cheered.

"Hmm… Does that mean what we heard was a call for help? Or perhaps something else?" Luna mused.

Sonic noticed shapes moving in the distance, near the silhouettes of the buildings in Ponyville. A LOT of shapes. "Hey, uh… Does Ponyville look a little livelier now?" he asked.

Twilight looked where he was looking, seeing the same thing he saw. After thinking for a moment, her eyes went wide as she muttered, "Oh no…"

Spike heard her and walked over, asking, "What's wrong, Twilight?"

The lavender unicorn replied, "Remember when Queen Chrysalis said she gathered her changeling army?" At Spike's confused nod, she gestured towards Ponyville and said, "I think that's the rest of it."

Some of the others exclaimed, "WHAT?!" at this thought.

Sonic looked back at Ponyville and said, "Yeesh! If that's the case, then that must've been a combination regroup/attack call we heard!"

Celestia commanded, "We must get back to Ponyville, immediately!" Not one to deny an order from a princess, they all took off running in the direction of the town.

Sonic and Rainbow Dash, unsurprisingly, were the first ones to reach the buildings closest to Whitetail Wood. Even though they were still near the outskirts of the town, it was pretty clear what was going on. Ponies that had been brought back had been forced out of their now damaged homes and were now running through the streets of Ponyville. The changelings were taking advantage of the confusion, some chasing after the citizens while others posed as the ponies being chased. From where they were, Sonic and Rainbow could see Mayor Mare, the Cakes, Lyra, and Bon-Bon among the ponies being hassled.

Everybody else arrived soon after, all of them quickly taking in the scene before them. "This is terrible!" Cream whimpered.

"Wowie-kazowie! Look at all of 'em! I wonder how many there are!" Pinkie exclaimed.

"I don't think this is the time to be counting them, Pinkie. Especially not with all the other ponies that are being forced into this," Tails said.

Rainbow asked, "Any ideas?"

Twilight spoke, "Um… Change of plans. We, uh, we're going to need somepony to be ready to move the real ponies somewhere safe as soon as we've located them. That should make some of the changelings' disguises useless if the ponies aren't out on the streets."

Sonic suggested, "Sounds like a job for those of us who don't like to fight."

Twilight nodded, "Yeah, good idea." She turned to Fluttershy, Cream, Cheese, Tails, and Amy and said, "Fluttershy, Cream, Cheese, I want you three to stay off to the side while we try to locate the real Ponyville citizens. Once we've found them, I want you to take them somewhere safe." The three of them nodded; Twilight then turned to Tails and Amy, saying, "Tails, Amy, you two will keep an eye on them, both in case the changelings try to attack them and in the event that it's not the real pony." They nodded in understanding.

Sonic said, "All right, guys! Shadow and Gilda are probably already trying to repel them! Let's get in there and help them out!" Everybody nodded and Luna and Celestia took to the skies while everybody else dashed into Ponyville.

As they separated from the rest of the group, Tails called to Amy, Cream, Cheese, and Fluttershy, "Let's see if we can find the Mayor first! The changelings might have decided that she's one pony that needs to be taken care of!" They nodded in agreement and began heading in the direction of the town hall.

When they reached the town hall (after leaping over and going under various ponies and changelings along the way), they found a small crowd of changelings (some of them in disguise) gathered around the front of the building. They all soon noticed the small group behind them and, after a moment, they all adopted menacing smiles. Tails, Cream, Cheese, and Fluttershy were all unnerved at the sight of that many teeth, but Amy remained calm. She raised her hammer over her head and said, "Leave them to me!" She then charged forward as all the changelings leapt at her.

Fluttershy, Tails, Cream, and Cheese all watched on in silence as Amy's hammer began to make short work of the changelings. Most she sent flying with sideways swings while with others she performed a downwards swing, bringing the full weight of her hammer down on them. As the last of the changelings began to regroup, Amy held her hammer out at her side and began to spin around like a top, plowing into the changelings and sending them flying away from the town hall. At the end of it all, there was a pile of twitching changelings surrounding the building.

Cream and Cheese hurried over to Amy after she stopped spinning, the pink hedgehog leaning on her hammer. "You were amazing, Amy!" Cream said. Cheese gave a cheer.

Tails and Fluttershy came over, Fluttershy asking, "Oh Amy, are you going to be okay?"

Although dazed, Amy looked up and replied, "Yeah, I'll be okay, Fluttershy. But I'm going to need a minute; I feel a little dizzy." She looked over at Tails and said, "Go help the Mayor, Tails. I have a feeling you'll be able to cause less damage in an enclosed space than I will."

Tails nodded, "Right." He then hurried past her, saying, "Let's hurry!" Fluttershy, Cream, and Cheese quickly followed him, still thinking of Amy but knowing she would be able to handle herself if anything happened.

Luckily, the front door wasn't blocked, so they didn't need to force their way in. Tails led the way up to the Mayor's office, all of them worried as they made their way past furniture that had been knocked over. They soon reached the upper levels of the town hall, where they found a small horde of changelings trying to break down the double doors leading into the Mayor's office. They were unprepared for the group coming up behind them and were easily subdued by a few tail whips from Tails and some stomping and headbutting from Cream and Cheese. Once they were moved off to the side, Tails knocked on the doors and said, "Miss Mayor! It's me, Tails!"

After a second, one of the doors opened slowly and the tan mare looked out through the crack. "Is it really you? And Fluttershy and… who's this?" she asked.

Tails answered, "Cream and Cheese. And yes, it is us. We have to get you out of here before any more changelings show up."

Mayor Mare murmured, "Okay… But where are we going?"

Tails thought for a second before saying, "As long as it's not damaged, the library. It should be big enough for all the ponies to stay in until this is over."

The Mayor, feeling a little better now, opened the door all the way and replied, "Okay. Does that mean you're going to help the rest of the ponies in Ponyville as well?"

Tails nodded, "We're going to get to them once we've found a safe place for them to go."

Cream added, "We don't want them to get pulled back into all this fighting after we've helped them get away from it." Cheese nodded in agreement.

Mayor Mare sighed, "All right. Lead the way." Cream, Cheese, and Fluttershy moved to the mare's sides and stayed beside her as Tails led the way out of the town hall.

While they regrouped with Amy and started heading for the library, everybody else was hurrying around town, trying to pick out the real ponies from the changelings. In one part of the town, Knuckles and Applejack were hurrying down the street, heading for a group of changelings surrounding a pony with Espio sneaking along behind them. As soon as they reached the group of changelings, the two of them started tearing into the changeling gathering.

After about a minute, all of the changelings had been knocked out. While Knuckles checked to make sure none of them would get back up anytime soon, Applejack trotted over to the pony they had been harassing, which turned out to be Lyra. Applejack offered a hoof to the unicorn, helping her up and saying, "C'mon, darlin', get up. You're okay now." She let go of Lyra's hoof and turned her head to look around. "Now if only Ah could find Fluttershy's group, we could get ya outta here," she murmured. She felt a tap on her shoulder and turned to see Lyra grinning at her. A second later, a green burst of magic enveloped her and she turned out to be a changeling! "Oh, come on!" Applejack cried in exasperation, just before the changeling tackled her.

Knuckles turned to see the orange earth pony on her back and the changeling standing over her, hissing. He immediately dashed towards her and delivered his fist to the changeling's side, sending it crashing into a nearby house. Before he could help her up, Applejack yelled, "Knuckles, look out!" Knuckles looked back over his shoulder and saw three changelings above him, looking to pile on top of them.

Before they could land on Knuckles, however, something slammed into them from the side, knocking one into the other two and leaving them sprawled out on the ground. Both Applejack and Knuckles looked around, Applejack thinking a spell was responsible for stopping the changelings. A moment later, Espio appeared in front of the changelings. Knuckles grinned, "Thanks for the assist, Espio!" The chameleon nodded and then disappeared again.

"Where'd he go?" Applejack asked as Knuckles pulled her up.

"He's a chameleon and a ninja. I'm sure he's around," Knuckles replied. Applejack shrugged and they moved on, searching for more ponies.

**A short while later…**

Luna was flying over Ponyville, her eyes scanning the fight going on below. She'd managed to track down Sonic and Tails a few minutes ago and get a report from them. The changelings had left the library alone, so it was being used as a temporary shelter for the citizens of Ponyville. Since Mayor Mare had been sent there, the real Lyra, the Cakes (they'd been easy to pick out since Cup Cake was carrying the twins and Carrot Cake had been staying close by her), and a stallion with an hourglass for a cutie mark (Tails said he thought he said his name was Time Turner) had been relocated to the library as well, among other ponies. It was clear they were making headway as far as getting the citizens of Ponyville out of danger, but it was difficult getting the word around to the others and still having to deal with lookalikes.

As she continued flying, Luna spotted something. Taking a closer look, she saw that it was Shadow and Gilda with a horde of changelings in front of them and a foal hiding behind them. Looking at the foal, she noticed he seemed familiar… "Pipsqueak!" she exclaimed suddenly, swooping down and landing directly behind the changelings. One of them turned around and let out a cry upon seeing her, some of the others turning around as well. Before they could attack, Luna charged up her magic and fired a lightning bolt from her horn at the changelings, electrocuting and stunning the whole group, which made it easy for Shadow and Gilda to take care of them.

As soon as the way was clear, Pipsqueak stood up and hurried over to the Princess of the Night, crying, "Princess Luna!"

Luna raised a hoof and placed it on the foal's back once he was close enough, comforting him as she said, "Pipsqueak! Art thou well?" The white earth pony nodded shakily.

Luna turned her head when she heard someone call, "Hey!" She saw Sonic running towards her, the blue hedgehog skidding to a stop near her. He spoke, "I saw you coming in for a landing, Luna. Is everything okay?"

Pipsqueak looked up at Luna and asked, "Who is this, Princess Luna?"

Luna looked down at him and replied, "An ally, Pipsqueak, and perhaps a new friend." She then looked up at Sonic and said, "I am fine, Sonic. But it is not safe out here for Pipsqueak."

Sonic nodded, "Okay, then let's…" Before he could finish, a Sonic changeling leapt at him, trying to attack him. Sonic heard him coming and barely managed to avoid the fist that was swung at his face. "Oh, hey there, faker," he grunted before kicking the changeling in the face.

Soon more changelings appeared on the scene, Sonic, Shadow, and Gilda leaping into action to deal with them while Luna held Pipsqueak close. After Spin Dashing a changeling away, Shadow said, "This fight is beginning to get out of control."

Gilda looked up at him as she kept a changeling restrained underneath her and asked, "You mean it was controlled to begin with?"

Leaping back, Shadow clarified, "We cannot keep protecting each other, and especially not when it's hard to tell who's friendly and who's not."

Sonic nodded, "Yeah, things could stand to settle down."

Luna said, "If only we had all of the Elements of Harmony, we could surely drive them all out at once, similar to what Celestia said Shining Armor and Princess Cadance did at the royal wedding."

Sonic asked, "Hm, a way to take them all out at once, huh? That gives me an idea." He started running down the street, calling, "Come on, Luna! We've gotta find Tails and get Pipsqueak to safety!"

Luna nodded, "Ah, yes." She looked down at the little earth pony as she levitated him up onto her back. She looked back at him and said, "Hold on tight, Pipsqueak. I will be careful not to drop you." Pipsqueak nodded and grabbed onto her tightly as she spread her wings. Looking back at Shadow and Gilda, Luna asked, "Will the two of you be all right?"

Shadow replied, "We'll be fine. Just go before any more changelings show up!" Luna nodded and then took off, flying after Sonic.

Sonic hurried through the streets of Ponyville, his eyes scanning for Tails while Princess Luna flew close behind him. After a few minutes, he spotted the fox, along with Cream, Cheese, Fluttershy, and Amy, escorting Bon-Bon to the library. He called, "Hey Tails!"

Tails turned around and saw Sonic and Luna coming towards him. He stopped and waited for Sonic, Cheese and the girls stopping when they realized he wasn't following them. Once Sonic came to a stop in front of him and Luna landed next to the hedgehog, Tails said, "Hey Sonic! Hey Luna! What's going on?"

Luna turned slightly profile and showed him Pipsqueak, saying, "Our young friend here, Pipsqueak, needs sanctuary. Can you escort him there, young Tails?"

The fox nodded, "Of course! Leave it to me, Luna!"

Sonic helped Pipsqueak off the Lunar Princess' back and held him out to Tails. As his friend took the young foal in his arms, Sonic asked, "By the way, Tails, you still have the Warp Ring, right?"

Tails looked up at him and replied, "Yes, of course I do, Sonic. Why?"

The blue hedgehog answered, "I've got an idea that just might take care of all the changelings at once, but I'll need that ring to make it work."

Tails fished his right hand into his right tail for a second and brought the ring out. Holding it out to Sonic, he said, "Here it is. What are you going to do?"

Sonic grinned as he took the ring in his right hand, "You'll see!" He took off running again, calling back to everyone, "I'll catch up with you guys later! I've gotta find Knuckles!"

Luna looked at Tails after a second and asked, "Do you know what he is going to do, Tails?"

Tails shrugged, "No idea, but… I have faith in him! He won't let us down!" He then bowed to the princess and turned, running after Amy's group, who had started moving again, while Luna decided to listen to what he said and took to the air again.

After a few minutes of running, Tails and the others arrived at the library, Amy knocking on the door to alert the ponies inside. Lyra looked out the window on the ground floor and her eyes lit up when she saw Bon-Bon. The door instantly swung open thanks to her magic and she pounced upon the earth pony, hugging her. Tails, Pipsqueak, Cream, Cheese, and Amy all looked on curiously while Fluttershy tried to keep a straight face. She's heard the rumors flying around Ponyville about the two roommates. She hoped she wasn't about to learn whether or not there was any truth to them now of all times.

Thankfully, the Mayor poked her head out through the door and asked, "What's going on out here?"

Fluttershy turned to her and murmured, "Oh, um, sorry Miss Mayor. We, um…"

Cream helped her, "We brought Miss Bon-Bon and Pipsqueak here so that they would be safe, Miss Mayor!"

The tan mare looked at the pale cream earth pony as said pony leaned back, looking at Lyra's face. "That's a relief. I'm glad they haven't been hurt either. But please, I must ask you that you all come inside now!" Mayor Mare said. Everybody, including Lyra and Bon-Bon, followed her through the doorway into the library, the Mayor shutting the door behind them.

Tails set Pipsqueak down and looked around the ground floor of the library as he stood near the table in the center. "From the looks of those shelves, it looks like everybody's doing okay," he noted.

Mayor Mare came over to him and Pipsqueak and said, "Yes, so far, Tails. We've been doing our best to keep things together."

Amy asked, "What do you mean?"

Mrs. Cake came out of the kitchen carrying Pound Cake in one hoof and said, "My husband and I are the only ones who've had something to do, what with the twins and all, dearie. So far, everypony else has been too worried about what's going on outside to do much of anything."

The Mayor added, "Aside from waiting for good news, that is."

Tails nodded, "I see. Well, hopefully whatever Sonic is planning will take care of our little changeling infestation in a timely manner."

Amy held up her hammer and said, "Come on, Tails! There were some other ponies running around out there and they need our help!"

Tails nodded, "Right." He looked back at the Mayor and waved, saying, "We'll be back, Miss Mayor. And we'll keep you up to date on the situation." He then followed Amy outside, Cream, Cheese, and Fluttershy following him out. The Mayor watched them go with a worried look on her face for a moment before shutting the door.

As she stepped away from the door, Mr. Cake came out of the kitchen carrying Pumpkin Cake with his teeth. Cup Cake noticed him coming over and asked, "Is everything all right, honey?"

Carrot Cake dropped Pumpkin Cake into one of the carriers still on his wife's back before saying, "Nothing to worry about, sugarplum. Pumpkin Cake was just trying to eat one of the towels in the kitchen." He looked up and noticed Bon-Bon standing next to Lyra for the first time. "Oh! Bon-Bon, did you just get here?" he asked.

The pale cream earth pony replied, "Yes, Mr. Cake. Rarity and that bat, er, woman helped me when a group of changelings had me cornered in an alley. Fluttershy and the others with her then walked me over here." She then sighed, "It's safer in here, but I feel so helpless."

Cup Cake looked at her sympathetically, "I don't enjoy being cooped in the library because it's the safest place in Ponyville right now either, dearie, but what else can we do?"

Lyra looked at her incredulously, "What else can we do?! There's plenty of things we could be doing right now, Mrs. Cake! Ponies we know and human-like animals are out there right now, fighting for our homes and town while we're sitting in here doing nothing to help them!"

Bon-Bon nervously tapped her shoulder, saying, "Lyra, take it easy…"

Carrot Cake was about to say something, but didn't get a chance to before Lyra turned to Bon-Bon and said, "No, Bon-Bon! I've been worried about you ever since we got separated in the confusion! Ever since I got here, I've been trying so hard to keep worst-case scenarios out of my mind that I'm about ready to explode! The changelings already tried to take over Canterlot; you really want to just sit around here and wait to see if they'll succeed with Ponyville?!"

Mayor Mare sighed as she pressed a hoof against her forehead. Repositioning her glasses, she looked at Lyra and asked, "What are you saying, Lyra?"

The aquamarine unicorn looked at the tan mare and replied, "With all due respect, Miss Mayor, if they can fight for our homes, then so can we!"

**Soon…**

Tails, Amy, Rarity, Rouge, Twilight, and Celestia were surrounded by changelings on all sides, all the changelings disguising themselves. They had changed strategies; although they were still trying to use their shapeshifting magic to confuse them, the army had regrouped and decided to overwhelm their enemies in sheer numbers. Most of the others were on the other side of the changelings, trying to fight their way through the army to help the ones who were surrounded, but even Espio's camouflage abilities couldn't help him get past them.

In the middle, four changelings jumped at the group, but two of them were quickly shot down by beams of magic energy from Twilight and Celestia. The other two ended up on the business end of Amy's hammer, one sent flying and the other smashed against the ground. On the other side, several more came after Tails, Rouge, and Rarity. Tails grabbed Rarity's forehooves and took to the air, the white unicorn sticking out one of her back legs as the fox began to spin around. Rarity's spinning kick sent two of them flying, but the last one leapt over the attack. It was about to land on Tails when Rouge sent it flying back into the changelings surrounding them with a Screw Kick.

Getting back together after the attacks, Rarity groaned, "This is hopeless! We're completely surrounded and every changeling we take out will only get replaced by another! What are we going to do?!"

Tails looked at her and said, "Well, we can't give up, Rarity! They aren't going to be any nicer to us if we do!"

Rarity cried, "But how are we going to get past this many changelings?!"

Tails said, "We'll think of something! There's got to be a light at the end of the tunnel!"

Rouge smirked at him, "If there's no light, it's not a tunnel, kid. It's a hole. And this one's full of nasty, changeling beasties."

Celestia noticed the changelings at the front were beginning to tense up. "Look out! They're up to something! Twilight, be ready to cast a force field spell if the need arises," she said. Twilight nodded and readied her magic while everyone else took on a defensive position. The changelings began to charge at them…

And suddenly, the ground underneath them turned watery, a pair of watery arms suddenly reaching out of the middle of the ground. One arm wrapped around Tails, Amy, and Rouge's waists while the other grabbed Rarity, Twilight, and Celestia. Before any of them could react, the arms pulled them towards the ground, all of them sinking into the ground as it returned to normal. All the charging changelings collided with each other, leaving them all on the ground with very sore heads. The rest of the changelings looked around frantically; where did their prisoners go?!

Celestia, Twilight, Rarity, Tails, Amy, and Rouge suddenly found themselves in front of the town hall, far away from the open area where they had been surrounded by changelings. As they lay on the ground, shocked at the sudden change in scenery, they heard Sonic say, "Sorry to leave you guys hanging, but it looks like we made it back just in time!"

They looked up to see Sonic standing in front of them, holding the Warp Ring in his left hand. On his right side was Knuckles, the echidna holding up a large green emerald. On the other side of the emerald was an echidna girl with peach-orange fur and a creature that was made of water with green eyes. On Sonic's left side was a large red and black robot with a yellow head and the omega symbol on his shoulders and a large dark violet cat wearing a belt and sandals and holding a fishing rod.

"Big!" Amy said happily, standing up and running over to the cat.

"Omega!" Rouge smiled, standing up straight and looking at him.

"Chaos and Tikal!" Tails exclaimed. He looked over at Sonic and said, "So that's what you wanted the Warp Ring for!"

Sonic nodded, "Yep! Since the queen called in reinforcements, I figured we might as well answer in kind!"

Tails, Twilight, and Celestia stood up, Twilight looking over the new arrivals excitedly. "Wow… a robot that's actually on our side," she murmured. She then looked at Chaos and Tikal, muttering, "And that's Tikal… and Chaos without any Chaos Emeralds."

Celestia looked down at the water creature, asking, "It was you who helped us? And your name is Chaos?"

The water creature nodded; Tikal then said, "Please do not be afraid of Chaos. Sonic and Knuckles explained what is happening to us, to all of us, and we all came to help." Omega assumed a fighting position at that and Big nodded slowly.

Tails asked, "So what's the plan?"

Knuckles said, "We should be able to use the Master Emerald and the Chaos Emeralds to expel the changelings from Ponyville all at once. But it's going to take a little time to get the Master Emerald ready, and the changelings might try to run away before we're ready."

Sonic nodded, "So while they're still unaware, we're going to use the Master Emerald's power to expose the changelings and then make sure they don't try to escape for round two!"

Rarity shrugged, "I don't quite see how it's going to remove those wretched changelings, but if you need help protecting your large, beautiful gem, I would be more than happy to help."

Knuckles nodded, "All right." He looked at Tikal and said, "Let's do it, Tikal!" The female echidna nodded and they both placed their hands on the Master Emerald. Everyone watched as they closed their eyes and seemed to focus, keeping their palms flat on the emerald as they mumbled something. Suddenly, it began to glow brighter and unleashed a green wave that spread in all directions!

Twilight asked, "What was that?!"

Knuckles grinned, "Just a little dose of the Master Emerald's power. It should strip the changelings of their disguises and keep them from changing into anyone."

Sonic smiled, "Okay! See if you can get the Master Emerald somewhere where it's less open, but it can still spread out far! We'll keep them busy for you!" Knuckles and Tikal nodded and, except for Rarity and Celestia, everybody headed out into Ponyville. Twilight went with Sonic and Tails, Amy, Big, and Chaos set out to find Cream, Cheese, and Fluttershy, and Rouge and Omega went to look for Shadow.

As Sonic, Tails, and Twilight hurried through the streets, they came across Mayor Mare, who was carrying a golf club on her back. "Miss Mayor! What are you doing here?" Twilight asked as the three of them came to a stop in front of the tan mare.

The Mayor replied, "I know you're all concerned about our safety, Twilight, you and all of your friends. But we've hidden long enough; it's time we fought for Ponyville too."

Tails asked, "What? But what about…"

The Mayor smiled, "Lyra gave us some real food for thought, Tails."

Sonic pointed behind the tan mare, "Food, huh? Well, he looks kind of hungry to me." The Mayor turned around to see a changeling standing a short ways down the street, getting ready to charge.

The Mayor stepped forward and said, "Let me take care of this one for you." She took the golf club off her back and held it in her forehooves, looking at the changeling as she stood on her hind legs. The changeling soon charged at her, thinking she would be no problem. When it was close enough, the Mayor swung the club back and yelled, "Fore!" as she swung the club, striking the bottom of the changeling's chin and lifting it off of its hooves. It somersaulted several times before landing hard on its back, gritting its teeth.

Sonic, Tails, and Twilight looked on in surprise, though Sonic soon smiled, "Whoa! Nice follow-through, Mayor!"

The Mayor turned and blushed, "Really? You think so, Sonic?"

The blue hedgehog nodded, "Yeah!"

Tails said, "It did look good. But are you sure about this, Miss Mayor?"

The tan mare nodded, "Yes, Tails. And remember, everypony else is helping too."

As the three of them continue on through the town, they saw that the Mayor was correct. Cup Cake and Bon-Bon were working together, Cup Cake using a frying pan and Bon-Bon using a rolling pin to beat back the changelings while Carrot Cake grabbed pastries from a nearby wagon and threw them underneath the changelings' hooves to trip them up. Lyra was going to town on the changelings with a heavy tennis racket, swinging it with her hooves rather than with her magic. And the stallion with the hourglass cutie mark was using a strange device to attack the changelings.

Eventually, they saw Queen Chrysalis, hovering over one of the streets as she watched Gilda and Team Dark fighting off a whole group of changelings, Omega firing lasers while Shadow, Rouge, and Gilda went all out now that the changelings had been exposed. "Why is this happening?! How did they do this?!" she screamed.

Sonic called, "Confusing, huh?"

Chrysalis whipped around and glared at the trio. "You…! I know you three had something to do with this! What have you done to us?!" she yelled.

Twilight smiled, "Sorry, but we can't tell you that."

Sonic said, "Give it up already, 'Queenie'. You've all been exposed and the ponies of Ponyville are fighting back. Face it; you've overstayed your welcome!"

Queen Chrysalis growled, "We are not defeated yet!" She then looked off to the side and yelled, "Take care of them, NOW!" At her command, a bunch of changelings suddenly emerged from the shadows of the nearby buildings and surrounded the trio while Queen Chrysalis flew away to another part of Ponyville.

Looking around, Tails asked, "They sure responded quickly, huh?"

Sonic nodded, "They must want to please their queen." He then grinned at Tails and Twilight, "Too bad we're here to ruin their day." Tails and Twilight smiled at him. Twilight then stepped back while Tails and Sonic took a step towards each other. They both then leapt up, Twilight using her magic to hold them up as they joined arms and spun in a circle. The two then curled up as they broke off and Twilight used her magic to bounce them up and down a few times before redirecting them towards the changelings. Sonic and Tails each struck a changeling at the same time and then rebounded off of them, flying past each other as Twilight helped aim them.

Elsewhere, Cream, Cheese, and Fluttershy were surrounded by changelings, the fact that they had temporarily lost their ability to disguise themselves not worrying them a bit. These looked like the weaklings, after all; who needed to fool them? "Excuse me, but could you all please stop staring at us like that? Miss Fluttershy, Cheese, and I didn't do anything," Cream murmured. One of the changelings hissed at her; he was punched in the face by Cheese, the Chao not fond of anyone who was rude to Cream.

Seconds later, Fluttershy squeaked, "Cream, look out!" Cream looked back to see several changelings leaping towards her. She narrowed her eyes and held out her right hand, Cheese plopping down onto her palm. She then swung her arm back and threw Cheese at the changelings; the Chao curled up in a ball that bounced from one head to another.

Cheese came back to rest in Cream's hands as the changelings began to get closer to her and Fluttershy. Suddenly, they heard Amy call, "Big, get them out of there!" A second later, a hook and line shot over the heads of the changelings, the line wrapping around Cream and Fluttershy and then pulling them over the heads of the changelings as they watched. The line pulled the three of them towards Big the Cat, who caught them in his arms. "Good work, Big! Now, just leave these to us!" Amy said before she and Chaos charged towards the changelings, Amy carrying her hammer with her.

While Amy and Chaos began to pound the love out of the changelings, Cream, Cheese, and Fluttershy looked up at Big, Cream saying, "Mr. Big! I didn't know you were here!"

The large cat replied, "Sonic told me you might be in trouble, and I don't like when my friends are in trouble. Isn't that right, Froggy?" Big's little frog friend hopped up on top of his head and gave a croak of agreement.

Fluttershy looked up at Froggy and said, "Oh my, what a pretty frog! He looks so nice!"

Big set them down and replied, "Froggy's my best friend. But he can be your friend too, pretty pony." Froggy leapt down from Big's head and landed on Fluttershy's, giving a croak.

Amy and Chaos soon came over, Amy dusting her hands as she said, "That takes care of them!"

Cream pointed, "Oh, Amy, Chaos! There are more of them!" The pink hedgehog and water creature looked back and saw several changelings flying directly towards them at high speed.

Chaos turned around and stretched out his arms, socking two of them in the face while the third one got around them as it kept flying. Amy wasn't sure she could stop it with her hammer, so she pointed at the changeling and said, "Big, punch it!"

The cat replied, "Okay." Once the changeling was close enough, Big punched it right in the face with his left hand, not only stopping it but sending it flying back into another group of changelings, which sent them flying like a bunch of bowling pins. "Too hard?" Big asked.

Amy smiled, "Nope, just hard enough!"

**Soon…**

Chrysalis growled as she looked down at the scene below her. With the changelings' ability to mimic others still disabled, the reinforcements, and the citizens of Ponyville fighting back, it was quickly becoming apparent that the changelings were fighting a losing battle. Turning away from the battle, she spread her wings and took off, giving a call as she did so.

Twilight looked up when she heard the call. "What was that call?" she asked.

Tails noticed the changelings beginning to fly away and soon saw Chrysalis flying away as well. He pointed, "Look! I think the queen is trying to retreat for real!"

Sonic said, "Then it's time!" He dashed after the queen while calling, "I'll stop her! Get everybody else to the Master Emerald!" Tails and Twilight nodded at each other and ran off in opposite directions to spread the word.

Queen Chrysalis looked back as she flew and noticed Sonic coming after her. "Rrgh… Persistent vermin!" she growled. She looked at her changelings and said, "Stop that hedgehog!" The changelings nodded and broke off, turning around and flying towards Sonic surrounded by their green auras.

Sonic stepped to the side as the changelings charged him, avoiding them without losing any speed. Soon, however, three flew towards Sonic, the narrow street keeping him from stepping around them; he would have to jump over them to avoid their attack. Suddenly, from one of the buildings on the side of the street, a shuriken flew out, which ended up cutting across each of the changelings' wings and throwing them off. Espio appeared soon afterwards and slammed into them from the side. "Espio!" Sonic exclaimed. He heard something behind him and turned to see Gilda trying to hold the changelings that had passed him at bay. "Gilda!" he shouted back.

The griffin called back, "Stay on the queen! We'll handle these things!" Sonic nodded and continued on after Queen Chrysalis.

Chrysalis growled when she realized Sonic was still coming and flew down a nearby alley, hoping to lose him. Unfortunately, he not only followed her down the alley, but he managed to do it without losing a lot of speed. "Go away! Leave me alone!" she yelled back over her shoulder.

Sonic yelled back, "No way! You're not getting a second chance at anything, not while the world is in danger!" Sonic sped up and passed underneath the queen, heading for the end of the alley. Coming to a stop, he leapt up towards the wall at the end, pressing his feet against it and jumping off towards Chrysalis. Before she could fly above him, he curled up into a ball and struck her in the chest. Uncurling, he reached up and grabbed her jagged horn as they fell. As soon as Sonic touched the ground, he took off running while dragging Chrysalis behind him. When he reached the end of the alley, he threw Chrysalis into the building across from it, dazing her while he took off, Espio and Gilda following him as he ran.

They soon arrived at the statue of Princess Celestia, where Knuckles, Tikal, and everybody else except the Ponyville citizens had already gathered. Rainbow noticed the three of them and called, "Sonic, Twilight and Tails told us the story! Did you guys stop her?!"

Sonic slid to a stop in front of the Master Emerald and said, "The queen's down for the count for now and her army's in shambles. Now is probably our best chance at this!"

Tikal replied, "We're ready, just so long as all of you are ready." Sonic, Shadow, and Tails nodded, each of them pulling out their Chaos Emeralds and looking at Knuckles.

The red echidna nodded and, as everyone looked on, placed his hands on the Master Emerald. He then chanted, "The servers are the seven Chaos. Chaos is power, power is enriched by the heart. The controller is the one that unifies the Chaos." As he finished, the Master Emerald began to glow brighter; he then said, "To those who feed off of positive feelings! Show them the true power of the feelings those that hold the Chaos Emeralds have!"

At his words, the Master Emerald began to glow brightly and released three beams of light, one at Sonic's Chaos Emerald, one at Shadow's, and one at Tails'. The three of them began to glow the same color as the emeralds as they gathered their positive emotions together. After a minute, the glows faded and the Chaos Emeralds, now sparking with new energy, floated above the Master Emerald, hovering in a circle. A few seconds later, they suddenly came together and, upon contact, unleashed a green, violet, and yellow sphere of energy that began to spread through the whole town!

Chrysalis had just finished climbing to her hooves when she saw the sphere coming towards her. Her eyes widened; it looked all too similar to the spell that Shining Armor and Princess Cadance's love had created. As it came closer, she screamed, "NOT AGAIN! NOOOOOO!" And then she was caught up in the energy sphere, as was every single changeling in Ponyville, and it pushed them until it reached the very edges of the town, where it sent every one of them flying in all directions, yet again.

Although confused by what just happened, the citizens of Ponyville began to celebrate their victory. Back with the group, everyone watched as the Chaos Emeralds floated back down, coming to rest in Sonic, Tails, and Shadow's hands, their new energy burned off. As Shadow slid his Chaos Emerald into his quills, Amy suddenly glomped Sonic, exclaiming, "Sonic, can you believe it?! We won with the power of love!"

Sonic grumbled, "That's totally NOT how we won, Amy."

Rarity watched them with sparkling eyes. "_You're really a shy little thing, aren't you, Sonic? I don't see why; can't you see you two would make a lovely couple?_" she thought to herself.

She was brought out of her thoughts when Rouge tapped her on the shoulder, saying, "Hey Rarity." Rarity turned her head to look at the bat; Rouge then said, "You know, you weren't half bad out there. It hurts to say it, but it seems I've misjudged you."

Rarity looked at her in surprise for a moment before saying, "Yes, well, you surprised me as well, Rouge. I didn't think you were such a competent fighter."

Rouge replied, "That's not the only thing I'm competent in. Which reminds me; you might want to make sure your home is locked up nice and tight, or I might decide to let myself in and sneak a few gems out. You have some real beauties, after all."

While they continued conversing, Sonic wiggled away from Amy and walked over to Gilda and Shadow. Looking at Gilda, he said, "Hey Gilda! You did some nice work back there! I'm impressed!"

The griffin smirked at him, "Yeah? Does that mean you're going to take back all those 'turkey' remarks?"

Sonic shrugged, "Mm… maybe."

Gilda rolled her eyes, though in a good-natured way, and said, "Good enough for me."

Shadow looked between them as he spoke, "Hmph. You two sure like to talk, but I suppose you did all right."

Sonic turned to him and said, "That reminds me, Shadow. When she showed up disguised as you, the Changeling Queen challenged me to a fight. She wasn't just playing the part, was she?"

Shadow replied, "I have been wondering if you've been honing your skills, Sonic, especially after the incident with the Doctor's amusement park… But it can wait for another day." Sonic and Gilda both raised an eye at this, so Shadow explained, "We were both involved in a large battle. It would prove nothing if we fought at anything less than our strongest. Besides, you have a world to save, do you not?"

Sonic replied, "Two worlds. We're helping the ponies' world too."

Shadow shook his head, "Ponies… I still can't believe it."

Sonic retorted, "Hey, it's not like they aren't used to action or anything. They've dealt with the changelings and other things before."

Shadow asked, "Is that right?"

Twilight came over and said, "Both of our worlds have gotten involved in this time-space crisis, but stopping it is not the only reason we're working together. We're doing it because we want to do it, to protect our world as well as yours."

Sonic looked back at Shadow and asked, "And that's what's really important, isn't it, Shadow?"

Shadow regarded them both for a moment. He then reached his left hand back into his quills; when he brought it out again, he was holding the yellow Chaos Emerald, as well as something underneath it. He looked at the emerald and the other object for a second before looking over at Sonic and Twilight and throwing both at them, saying, "Catch."

Sonic caught the Chaos Emerald in his left hand while Twilight grabbed the other object in midair with her magic. She looked down at it and gasped, "This is Fluttershy's Element!"

Sonic looked back at Shadow and asked, "Where did you find that?"

Shadow answered, "I found it in that crystal mine, before I came across Gilda. I didn't know what it was, but I could sense something about it, so I took it with me." He then asked, "It's important in some way, isn't it?"

Twilight replied, "It is the Element of Kindness, one of the Elements of Harmony. I suppose you could say they're kind of like our version of your Chaos Emeralds."

Shadow nodded, "I see."

Rouge looked over at him and asked, "You're just giving those to them?"

Shadow turned to her and said, "I owe Sonic a favor. And there may be changeling stragglers who might try to steal them while we're on patrol."

Rouge gave him a confused look, "Patrol?"

Shadow didn't answer her; instead he turned and started walking away, saying, "Team Dark, move out!" Rouge and Omega looked at each other in confusion before running to catch up with him.

Rainbow Dash flew over next to Sonic and called, "Hey, wait!"

Sonic placed a hand on her shoulder and said, "Don't worry about them, Rainbow. They'll be fine."

Rainbow looked at him in confusion, "Fine? But he…"

Sonic looked back at the leaving team and smiled, "It's a Shadow thing. It means he trusts us." Rainbow and Twilight both looked at the black hedgehog's shrinking form in wonder.

As he led his team away, away from the ones he was putting his faith in, Shadow allowed himself a rare pleasure.

A small, but genuine, smile appeared on his face.

* * *

><p>Whoo! I'd hoped to have this up sooner, but wow! I really went with something I'm not so good at. I just hope you guys thought it was good. At least I got it up before I go back to school on Monday. I'll try to keep updating as regularly as I can, but you know... school, school, school.<p>

Now, first of all, for everyone who thought Trixie was going to appear in this chapter, don't start throwing things at your screens just yet. Trixie IS going to appear (she's already appeared, actually). The thing is, from the beginning, I was already planning for Gilda to appear in the Classic Era and Trixie to appear in the Modern Era. No matter where I decided to place them, though, that still left the question of who the third rival was going to be. I kept bouncing back and forth between ideas. The Diamond Dogs? Flim and Flam? I was pretty close to settling on either Iron Will or possibly the teenage dragons from "Dragon Quest", but then I saw the season two finale and was all "yep, gotta include the changelings somehow". Since the comparison was made in the last chapter, you can think of Chrysalis as the FiM equivalent of Metal Sonic. I actually like this idea better; I get to portray Shadow acting rude like he was in the console version of the game and write it off as it being an imposter and still not stray too far from his character.

And since I brought in the Cutie Mark Crusaders, despite the fact that they weren't there when everypony was taken, I figured I could bring in Celestia and Luna without them being turned to stone, just like the rivals.

I think that's about it. Again, I hope you guys liked this chapter and sorry about giving you another really long chapter. I got into it again and I certainly hope I didn't go overboard.

All right, chapter notes...

When everybody's bowing to Celestia and Luna, Sonic's bow is a reference to the way he bowed to Lady Nimue in "Sonic and the Black Knight" while Espio's bow is a reference to the way Monkey Khan and Sally bow to the Bride of Constant Vigil in Sonic Universe #16.

As you can probably guess, I switched up the location for the battle against (fake) Shadow. Instead of taking place in "Final Rush" with some elements of "Space Gadget" thrown in, it takes place in "Green Forest" with some elements of "Prison Island" (like the rivers of radioactive sludge) thrown in.

Although it's never stated, the place Chrysalis sent Sonic, Shadow, and Gilda to was Quartz Quadrant. Its appearance was based off of how it appeared in the ending credits of "Sonic CD".

When Chrysalis is pretending to be Sonic, she refers to Tails as "Pixel Brain". Sonic often referred to Tails by this nickname in "Sonic the Comic".

The whole "Charles Darwin" thing comes from this: watch?v=4z9SD18UQ-w

When Rouge throws the fake Espio, the whole "at... someone or something" thing is a reference to throwing enemies in the game "TMNT IV: Turtles in Time", since the turtles throw enemies at the screen.

When Twilight is using Sonic and Tails to attack, it's a reference to the Combo Attack from "Sonic 4: Episode 2".

Yes, I decided to sneak Chaos, Tikal, Big, and Omega into this story. I don't know how often they're going to appear in the rest of this story, just in case you were wondering.

Now, I'm going to put this out there now so there's time to think about it. I'm trying to decide where to have everyone go after the Era boss in the next chapter. One reviewer pointed out that, since "Sonic Rush" got a level in place of a "Sonic '06" stage on the 3DS version, that it technically counts as a free spot. So I'm trying to decide what to put in that free spot. My top choices right now are either Flame Core or Coral Cave, but if you guys want to suggest any other stages to me, I'll think about them. Just remember that I'm planning to have the boss that appeared in the original game have some kind of appearance, so if you suggest a stage, it would be best if said stage didn't end with an Eggman boss. He's already scheduled to show up later. That is all.

Music:

Searching for Pinkie Pie - www. youtube. com watch?v=SKp-S6Y7CLY

Random Pinkie Pie Appears! - www. youtube. com watch?v=JGcj9w4Wh8U

The Princesses of Equestria - www. youtube. com watch?v=Lq61raXkB_0

(fake) Shadow Appears - www. youtube. com watch?v=7dyxeG5x-vY

Sonic vs. (fake) Shadow - www. youtube. com watch?v=fJNz-byC8n0

Trapped - www. youtube. com watch?v=Isf9rRHY6Bw

Nightmare Moon Theories - www. youtube. com watch?v=e03B60HaWTA

Amy Appears - www. youtube. com watch?v=A9O3BhEPNHA

There's Something About Sonic... - www. youtube. com watch?v=2ATaFxHxNtI

The True Face of the Imposter - www. youtube. com watch?v=rI3UguJa2mY

Shadow vs. Queen Chrysalis - www. youtube. com watch?v=z6esDAilTi8

Changeling Attack - www. youtube. com watch?v=vblaTqrLEdI

Changeling Free-For-All - www. youtube. com watch?v=RnO6t6q_mwo

Victory...? - www. youtube. com watch?v=X4iYFVZwZoI

Invasion of Ponyville - www. youtube. com watch?v=iMPvoVAX2XU

Desperate Struggle - www. youtube. com watch?v=5JvKAgBHJuo

Reinforcements! - www. youtube. com watch?v=zKLcroA7V-A

Turnabout is Fair Play - www. youtube. com watch?v=04LmryRJMEY

Shadow's Trust - www. youtube. com watch?v=dCGMM3zYLWs


	11. The FinalHazard

Various tools littered the floor on the second floor of the Ponyville Library, the upstairs area having been turned into Tails' temporary workshop. The fox himself was sitting in the middle of the floor, his toolbox next to him as he made some repairs to his radar. "That blast from the Chaos Emeralds sure took care of the changelings and restored quite a bit of color to Ponyville, even affecting Whitetail Wood, but it also fried out my new handheld. I'm glad it didn't completely destroy it, or I'd have to totally start from scratch again," he murmured to himself. He looked over at Twilight's writing desk, where he had laid out the Chaos Drives and Power Cores he'd collected and said, "Still, this gives me an excuse to make some improvements to it. I should be able to make the radar more accurate at least."

He turned his attention back to the radar, focusing on getting it repaired quickly and correctly. As he worked, he allowed his mind to wander to recent events. "_With the changelings gone, everybody's busy doing something. After he returned the Master Emerald to Angel Island, along with Chaos and Tikal, Knuckles went with Big to help the ponies start repairing the damages caused by the changelings. Amy, Cream, and Cheese went with Applejack and the Cutie Mark Crusaders to look for Granny Smith and any other ponies that might have been brought back. Team Dark is making sure that the changelings don't come back, along with Espio I'm sure, and Fluttershy went to check on her animals. With Gilda gone who knows where and Rainbow Dash checking on her home and Tank, that just leaves me, Sonic, Twilight, Spike, Rarity, and Pinkie Pie together at the moment. I wish we could help out too, but everybody has their own thing to do for now, and right now somebody's got to keep working on restoring Ponyville and the rest of Equestria to normal._"

At that thought, he looked up and glanced out the nearby window, saying, "Now that I think about it, I wonder what Princess Celestia and Princess Luna are doing right now. Are they still talking with the Mayor? I wonder how they're taking things."

While Tails turned back to his radar, out in front of the library, Mayor Mare was indeed still talking with Princess Celestia and Princess Luna. After everyone had split up, the princesses had come across the tan mare while they were going with Twilight and the others back to the library. Celestia had given Twilight the Elements of Loyalty and Honesty and told her that they would come find her and the others at the library once they discussed the situation with the Mayor. The discussion quickly turned into the earth pony telling them what Twilight and Tails had deduced back at the town hall following the Nightmare Moon encounter.

When the Mayor finished talking, Celestia asked, "And that is everything that Twilight and Tails told you, Miss Mayor?"

The tan mare replied, "Yes, your highness. I'm afraid I don't know how they came to that conclusion, but as strange as it sounds, what they said does seem to make sense. I certainly couldn't come up with a better explanation for why Ponyville is in this… unusual white world or why there are suddenly human-like animals here."

Luna spoke, "Perhaps we should ask them ourselves, see if they have made any changes to their theory. Would you like us to tell you if they have, Miss Mayor?"

The Mayor shifted a bit nervously. She'd accepted Luna just like the rest of Ponyville on Nightmare Night, but even with the Lunar Princess' quiet demeanor, she still carried a certain air about her reminiscent of olden times. It gave her a certain authority that the tan mare wasn't used to; even her older sister didn't have it, or at least it didn't seem to hang around her. "Er, only if they have made any serious changes to it, Princess Luna. By which I mean if they've discovered anything that could be particularly dangerous, of course! No need to tell me if they've only made minor adjustments!" she quickly said.

Celestia nodded, "As you wish, Miss Mayor. If you'll excuse us…"

The earth pony bowed, saying, "Of course, your highnesses. I am going to go check on the reconstruction efforts." The Princesses nodded at the Mayor as she stood up and they watched for a minute as she trotted away from the library. A moment later, they turned to the front door of the library and walked towards it, Celestia using her magic to open it.

Inside, they saw Sonic, Twilight, Pinkie Pie, Rarity, and Spike gathered in the lobby of the library. Pinkie was happily bouncing around the room in a circle; as the sisters watched, they heard her spouting, "And then those beams came out of that big shiny emerald like ZING! Then Sonic and Tails and Shadow all lit up like colorful lights and then the emeralds floated up, up, and away! And then they came together and they were all like SHOOM and then BOOM!"

Taking a look at the others, Celestia and Luna noticed the others were doing an excellent job of tuning the hyperactive pony out while she spouted random matters of interest. Sonic and Twilight were standing by the table in the center of the library with all the collected Chaos Emeralds and Elements of Harmony laid out in front of them. Twilight was using a quill to write something on a scroll and Rarity and Spike were standing off to the side, Spike's eyes secretly fixed on Rarity while the white unicorn's eyes were looking at the emeralds on the table.

Sonic, while looking over the emeralds and necklaces, noted, "Three Chaos Emeralds and three Elements of Harmony… We're roughly halfway to a full collection, huh Twilight?"

The lavender unicorn, while keeping her eyes focused on the scroll in front of her, absently replied, "Uh-huh."

Sonic looked over at her, watching the quill dance across the paper under the influence of her magic. A moment later, he asked, "What are you writing, anyway?"

Twilight, still focused on the scroll, replied, "Just making a checklist based off of what I've heard from you and Tails."

Sonic leaned over to get a look at the list she was making. At the top of the of the checklist, divided into two columns, was a list of his and Twilight's missing friends, each of them identified by a little drawing of their respective heads (she'd even done one for herself!). Except for Blaze, Zecora, Vector, Big Macintosh, Charmy, and Derpy, each of them had a little checkmark in the box in front of their heads. Below that list were two more columns, one for the Chaos Emeralds and one for the Elements of Harmony, both columns having three checkmarks in them. Sonic couldn't help but take note of her thoroughness.

Shaking his head, he asked, "Why are you making a checklist?"

Twilight finally looked up at him, smiling as she said, "It… well, it's just something I like to do. It helps me feel more organized." She looked past him and noticed Celestia and Luna stepping inside, Celestia pulling the door closed behind her. "Oh! Princess Celestia and Princess Luna!" she exclaimed. Looking back at Sonic, she murmured, "Uh, can you excuse me, Sonic? I should, uh…"

Sonic nodded, "Sure, no problem." Twilight nodded gratefully and walked over to the two Princesses, greeting them. Sonic watched her for a second before looking back down at the table. He looked over at her checklist; it seemed normal enough. He could believe that it was something she did often. Looking back at the emeralds and necklaces, he thought to himself, "_What was it the Changeling Queen said? Something about my friends being like 'her' friends? Was she talking about Twilight? I don't know who else she could be referring to if not Twilight or one of her friends, but… Twilight mentioned her brother's wedding to me earlier, and the changelings tried to take over Canterlot on her brother's wedding day. Is there a connection?_"

He was brought of his thoughts when he felt a poke and looked up to see Spike standing in front of him on the table. "Oh, hey Spike. What's up?" Sonic asked.

Spike glanced around, seeing Twilight talking with the Princesses, Pinkie still bouncing around the room, and Rarity keeping her distance for the time being. Seemingly satisfied, he turned back to Sonic and said, "Oh, not much. I was just wondering if you had any dating advice you could share with me."

Sonic raised an eyebrow, "Dating advice? What makes you think I'd know anything about dating?"

Spike scratched his head as he replied, "Well, I thought you were holding out on me when the Changeling Queen was posing as you and acting all close with Amy."

Sonic asked, "And you're assuming I know anything about dating on that alone?"

Spike shrugged, "The way Amy was acting made me wonder. I mean, listening to her, you'd think you two have been dating for a while."

Sonic crossed his arms, "We have… in her mind. I stand by what I said, Spike. Until Amy stops with the whole 'heavily infatuated' thing, she's not my girlfriend."

Spike kept prodding, "Well, then you've thought about it, haven't you?" He turned and nudged Sonic with his elbow, grinning, "It's cool, dude. Even if they're just ideas, you can share them with me."

Sonic deadpanned, "Dude, talking to me about this sort of thing is a waste of time."

Spike leaned back and pleaded, "Aw, come on! There's nothing wrong with two guys talking about that sort of thing! I won't tell anypony, I swear! Not even if it turns out you really do like Amy!" He looked up at Sonic's face to see the same deadpan expression on his face; he held his claws up, muttering, "Okay, okay, I get it. Sheesh…" He then turned and walked to the edge of the table, hopping down onto the library floor.

Sonic watched him for a moment before shaking his head. "_Wonder if he's looking for advice to get Rarity to notice him?_" he wondered.

Speaking of the white unicorn, she sauntered up to his side and spoke, "You're just shy about admitting you like the dear girl, aren't you, Sonic?"

Sonic looked at her and groaned, "Not you too, Rarity…"

The white unicorn insisted, "Oh posh, darling! I've seen the way she talks and carries herself around you. You two would make quite the couple!"

Sonic replied, "Yeah, a high-speed hedgehog and a girl who, whenever she sees said hedgehog, gets stuck in squeal mode. Definitely a match made in heaven."

Rarity waved a hoof, "Oh, don't be so crass. She really likes you! You just need a proper gift to show her how much you care." Looking down at the Chaos Emeralds, she added, "And I can certainly help with that."

Sonic followed her gaze and said, "Don't tell me you already have plans to make a dress or a ring or something with the Chaos Emeralds."

Rarity looked up at him and replied, "Oh, perish the thought, Sonic! They're beautiful, yes, but even I wouldn't go so far as to use them as though they were no different from any other gem."

Sonic shrugged, "I think Rouge said something similar once."

Rarity looked at the emeralds again as she said, "I wondered why my gem-finding spell was acting so strange around you. I thought it was acting up, but it was actually responding to the gems you had! But I digress; I do not see why they are called 'Chaos' Emeralds. They certainly don't appear to be causing any chaos. Also, the purple and yellow ones look more like an amethyst and a topaz to me. Are you really sure they can be referred to as 'emeralds'?"

Pinkie suddenly popped up behind Sonic, surprising both him and Rarity as she spoke, "Oh Rarity, you're so silly! Of course they can be called emeralds! They were probably all green at one point and ended up changing colors! That's why you call them emeralds, right Sonic?"

Sonic looked back at her and replied, "Uh… maybe. I got to see into the past once and they were all already different colors by that time, so I don't know." Looking back at Rarity, he said, "As for why they're called the Chaos Emeralds… They were named after Chaos, the water creature that saved you and the others from the changelings."

Rarity gasped, "That's right! Twilight and Princess Celestia both said its name was Chaos! But… it seemed so… so docile!"

Sonic nodded, "Yeah, he's a nice guy. Except when someone manages to make him really angry or when the world is in danger. Then he lives up to his name."

Pinkie eagerly asked, "Really?! You mean he can make cotton candy clouds that rain chocolate milk?! Because that's what Discord did that I really liked!"

Sonic looked at her oddly before replying, "…No, he doesn't do that, Pinkie. At least I've never seen him do it."

Pinkie looked disappointed, "Aw…" She then asked, "What about you, Sonic? You know what these emeralds are; can you make cotton candy clouds?!"

Sonic shrugged, "I don't think strange happenings are all there is to chaos, Pinkie."

Princess Celestia's voice floated over, "Indeed. There is much more to it than that." Sonic, Rarity, and Pinkie looked over to see Celestia, Luna, and Twilight coming over, Twilight apparently done answering the two princesses' questions. Pinkie, while walking backwards, edged around Sonic while Rarity took a step back and Spike looked up from where he was sitting on the stairs. Sonic maintained his calm composure as the Princess of the Sun stood in front of him while Luna and Twilight stood back, looking on somewhat worriedly.

Celestia spoke, "I am not particularly fond of chaos, not after everything Discord caused before Luna and I used the Elements of Harmony on him all those years ago. If you're collecting them as Twilight says, then I'm afraid I require some information about them. Normally, I would have all of Equestria to think about, but right now, all I have is Ponyville."

Sonic scratched his head as he replied, "Well, they're not going to turn all Discord on us, if that's what you're wondering. I mean, I can't claim to know much about the guy, but I've never seen the Chaos Emeralds do anything like what Twilight's told me about."

Celestia asked, "Then why? Why are they called the Chaos Emeralds? And why is that water creature called Chaos?"

Sonic answered, "Chaos used to be a normal Chao, like Cheese, but when he came into contact with the Master Emerald, the big green emerald Knuckles had, it turned him into what he is now. He wanted to protect his fellow Chao, but Knuckles' tribe wanted the emeralds for themselves. They… well, they didn't try to take them nicely, let's just put it that way, and that made Chaos angry. In his anger, he used the negative power of the emeralds to become Perfect Chaos and destroyed most of Knuckles' tribe. Tikal managed to stop him and seal him inside the Master Emerald before he could destroy the rest of the world, but since then, they've been known as the Chaos Emeralds."

Celestia looked at him in silence for a moment; she then spoke, "You mentioned that the emeralds have negative powers, but when Knuckles used that… Master Emerald, he called upon your positive feelings. If their power is negative, how could he have done that?"

Sonic looked over at the emeralds and picked up the yellow one in his left hand. He then turned to Celestia and said, "Here, hold it." The Princess of the Sun looked down at it, eying it warily as she lifted a hoof out of one of her boots and took it out of the hedgehog's hand. As soon as she held it up, her wary look disappeared as she felt the power within the emerald. It didn't beckon to her, mess with her mind… it felt warm, life-giving. This was unexpected.

She looked up at Sonic as he explained, "The Chaos Emeralds are essentially alive in their own way. They can sense the feelings of whoever uses their power. And their energy is changed depending on the kind of feelings they can sense. Negative feelings, you can bet nothing good can come of it. Positive feelings… well, miracles happen is the only way I can think to phrase it." He then held a hand to his chin as he pondered, "Maybe Discord was able to do all those things he did because of the way he used his own power."

Celestia nodded, "Perhaps. It doesn't forgive some of the things he did, though. But I understand what you are saying." She then held the emerald out to Sonic, saying, "If you're as familiar with these emeralds as you say you are… well, I'll listen to what you're saying."

Sonic took the emerald back and smiled, "Thanks, Celestia. Er, I mean Princess Celestia." She placed her hoof back in its boot and held it up, waving it to indicate she understood he meant no offense. Twilight and Luna smiled at this.

Celestia then looked behind Sonic, noticing Pinkie Pie had walked up behind him and was flicking one of his quills absently. "Excuse me, Pinkie Pie, but what are you doing?" she asked. Sonic turned around to look at the pink earth pony at that.

"I thought I saw a shiny on Sonic's back! I wanted to see it again!" Pinkie explained. Confused, Sonic ran a hand back through his quills. After a minute, a crystal came loose and fell on the floor of the library.

Everybody looked at it. "What's that?" Twilight asked.

"Looks like quartz. Must've ended up in my quills without me even realizing it," Sonic replied. Running his hand through his quills again, he dislodged some smaller crystals, all of them landing on the floor as well.

Rarity looked at them all with sparkling eyes. "Ooh, simply exquisite! I don't believe I've ever seen such pure, beautiful crystals before!" she exclaimed.

"And I don't believe I've ever tasted one before!" Spike said, leaping up and dashing down the stairs.

Rarity held him back from grabbing one of the crystals, saying, "Now, now, Spike. They wound up in Sonic's fur; he gets to decide what to do with them. Still…" She closed her eyes and walked over to Sonic, opening her eyes and giving the hedgehog one of her best looks. "You wouldn't happen to be willing to part with these crystals, would you, Sonic?" she asked sweetly, batting her eyelashes.

Sonic shrugged, "Sure, go ahead and take them."

Rarity looked confused, "Really?"

Sonic nodded, "Yeah, no problem. I doubt I'm gonna use them for anything." Although she was still confused about why her charms didn't seem to have an effect on Sonic, Rarity began to gather up the quartz crystals, giving a few to Spike to munch on.

Suddenly, the front door burst open and Rainbow Dash flew inside. She landed on the wood floor and said, "Hey guys, I'm back! My house is okay, Tank is doing fine and…" She then realized the two princesses were there and exclaimed, "Oh! Princess Celestia, Princess Luna! I'm sorry! I was so caught up in the moment I almost didn't notice you!"

Princess Celestia came over and said, "That's quite all right, Rainbow Dash, just as long as your house and your pet tortoise are okay."

Luna and Twilight walked over to Sonic, Luna whispering, "This has been quite a day for surprises."

Sonic replied, "Yeah, that's one way of looking at it."

The door leading to Twilight's study opened and Tails stepped out, peering down at the scene below him. "Uh, I'm not interrupting anything, am I?" he asked. His question caught everybody's attention and they all looked up at him.

Sonic spoke first, "Hey Tails. What's up, bud?"

As the fox started to come down the stairs, Twilight asked, "Were you able to fix your radar?"

Tails, as he reached the bottom of the stairs, answered, "Yeah, I managed to get it working again thanks to all those parts I picked up. I was also able to add a few things to it."

Sonic grinned, "Can you play Tetris on it now?"

Tails gave him an odd look, but smiled, "Not yet. I'm still working on that." He then held up the radar in his left hand and said, "But I did make the screens bigger, added a map of Ponyville and the surrounding areas, and improved the radar's ability to pinpoint the location of portals." He then held it up in front of his face and turned it on. A few seconds later, he spoke, "Hey, look at this!"

Sonic, Twilight, Rainbow, Celestia, and Luna came over, looking over the fox's shoulders (or in Rainbow's case, over his head) at the dual screens. The bottom screen was displaying all sorts of numbers that were rapidly cycling while the top screen displayed a detailed map of Ponyville. They all soon noticed a blinking dot in the corner, Luna asking, "What is that?"

Tails replied, "That should be where the next portal has appeared. With the improvements I made, I should have its frequency soon."

Rainbow asked, "Hey Twilight? Isn't that the spot where we watched the meteor shower from?"

Twilight looked at the spot carefully for a moment before replying, "I think you're right, Rainbow. That looks like the same hill."

Princess Celestia looked at Tails and asked, "What is this frequency you mentioned, Tails? What do you need it for?"

While watching the numbers cycle, Tails replied, "Well, each portal we've come across leads to a specific location set in a specific point in time. With the frequencies, we can pinpoint their locations and know when new ones open up so we're not running around aimlessly looking for them."

Celestia nodded, "I see. I can see how that wouldn't be easy to do, especially now with all the ponies being brought back."

Tails looked up at her and replied, "That's right, princess!" A sudden beeping caught his attention and he looked at the bottom screen of the radar to see the frequency had been recorded. "Got it… Huh?" As he spoke, both screens suddenly went black.

"What happened?" Twilight asked.

"I think you might have a bug or two to work out, Tails," Sonic noted.

The fox looked up at him and replied, "Yeah… That might be because I replaced the old power unit with those Chaos Drives I picked up, or maybe something else needs to be replaced."

Luna asked, "What can we do?"

Tails rubbed his head as he answered, "I don't know. I'll need to open it up again and see if I can find the problem."

Rainbow said, "Well, at least it showed us where this new portal is. We should go check it out!"

Twilight asked, "Yeah, but… what about the radar?"

Tails shrugged, "Guess I'll be sitting this one out to fix it."

Sonic asked, "You sure, buddy?"

Tails nodded at him, "Yeah. It's helped save us a lot of time. And once I know what the problem is, it should be easy to fix. Besides, I'm sure you guys will be able to handle whatever is on the other side of that portal without me."

Rainbow said, "Probably, but… it's not going to be the same without you, you know?"

Tails smiled, "Hey, it's not like I'm dropping out for good, Rainbow. I'll be back in it with you guys before long. You guys should get going."

Rarity spoke, "But Applejack and Fluttershy are not back yet. We can't leave without them at least knowing where we're going."

Sonic stepped away from Tails and leaned back against the table in the center of the room, resting his elbows on it as Rainbow landed next to him. "Yeah, I guess you have a point, Rarity. We can't just leave them hanging," he said.

Princess Celestia, who had stepped back along with her sister, spoke up after a few moments, "I have an idea." Everybody looked at her at that. She continued, "I am curious to see where these 'portals' lead, so Luna and I will go with Sonic and Rainbow Dash to investigate."

Even Sonic was surprised to hear this, the hedgehog standing up straight and asking, "What?!"

Celestia smiled at him, "What? After helping face down the changelings, you don't think we would be able to help?"

Sonic replied, "No! I already know a princess who knows how to defend herself. I just didn't know you were so forward, princess."

Luna looked at Celestia and said, "Sister, you… are you mad?! I understand that, as rulers, we don't get out often, but traveling through time and space was not exactly high on my list of things I'd do on a day off!"

Celestia looked at her and replied, "Luna, I understand why you are worried, but as rulers, we have to be ready to manage a crisis when it appears. And Twilight was right; our world and Sonic's world have both been caught up in this crisis, and the only way to resolve it completely is if we all come together. I'm sure Sonic and his friends can fill us in, but perhaps we could understand better if we experienced what Twilight and her friends have been doing with Sonic so far firsthoof."

Luna gave her sister a hard look for a minute before relenting, "Well, when you put it that way…"

Rarity asked, "Princess, what shall I, Pinkie Pie, Twilight, and Spike do?" Spike looked up when he heard his name, bits of quartz sticking out of his mouth.

Celestia looked at him for a moment before saying, "Spike may do whatever he wishes for now. As for Twilight, I believe she could most certainly help Tails with his repairs in some way."

Tails looked at the lavender unicorn and said, "Sure! It would definitely go faster if someone was willing to stay behind and help."

Twilight looked down for a moment, thinking before she looked back up at the fox and replied, "Okay, I'll help. Although I'm not sure my magic will be able to help you here. When we were fixing those devices, the only thing I really did was charge them up. I'm not really sure I know how to control my magic for precise work with machinery."

Pinkie Pie piped up, "Machine work? Hang on!" She zipped over to one of the bookcases and grabbed a book with her teeth before zipping back over to where she had been standing and throwing the book in Twilight's direction. "'Floodgate Control: A Unicorn's Guide to Managing Magic and Machinery'," she stated proudly.

As Twilight held the book up and flipped through it with her magic, Sonic looked over at Pinkie and asked, "How'd you know where that was?"

The pink party pony replied, "It was the last book I saw before I came over to talk to you and Rarity!"

After a minute of flipping through the book, Twilight said, "Hey Pinkie, this is perfect! Thank you!"

The pink pony bounced up and down happily, "Whoo-hoo!"

Tails looked at Twilight and asked, "So you'll help?" Twilight looked at him and nodded, so Tails said, "Great! And while we're working, maybe you could tell me a little bit about unicorn magic. I have to admit, I'd really like to know more about it."

Sonic nodded, "Me too! If saving two worlds wasn't at the top of our to-do list, I'd totally stick around and listen." Looking up at Celestia, he asked, "Speaking of which, is it safe to assume that Rarity and Pinkie Pie are going to be the ones who tell Applejack and Fluttershy what's going on right now?"

Celestia nodded, "If they don't mind, that is."

Pinkie Pie spoke, "Oh, absolutely, Princess Celestia! We'll tell them! Besides, I should totally see how Mr. and Mrs. Cake and Pumpkin Cake and Carrot Cake and Gummy are doing! I can do that before I go see Fluttershy! Ooh! Should I give her a singing telegram?!"

Twilight smiled weakly, "Whatever you prefer, Pinkie."

Rarity said, "And I shall go inform Applejack of this turn of events as soon as I take these crystals back to the Carousel Boutique." She and Pinkie then started for the door, but Rarity stopped partway and looked back, saying, "Oh, before we go… when you're all done, we'll all meet over at Sweet Apple Acres." She then opened the door with her magic and trotted out gracefully with Pinkie Pie bouncing along behind her.

Sonic looked at Rainbow and asked, "Sweet Apple Acres, huh?"

The cyan pegasus looked at him and said, "Yeah. Makes sense; Rarity probably wouldn't want to just walk to the farm, tell Applejack what's going on, and then go back the way she came to meet up at, say, the park where we have our pony pet play date."

Tails nodded, "Okay. A walk will probably do us some good after we finish." He then walked over to the table and picked up the Chaos Emeralds and Elements of Harmony on it. Looking at Sonic, he said, "Twilight and I will hang onto these for now. Do you still have the Warp Ring?"

Sonic reached into his quill and pulled the ring out, twirling it on his left index finger as he replied, "Got it."

Tails nodded, "Good. I want you to have it with you just in case anything happens." Sonic nodded; Tails then walked over to Twilight and said, "Come on, Twilight! Tell me about unicorn magic while I work!"

Twilight smirked; how could she pass up a chance to go into lecture mode, especially with someone so eager? She conjured up a pair of glasses as she followed Tails up the stairs. As the upstairs door closed, everyone downstairs heard her saying, "All right, then. We'll start with the basic theory of magic…"

Rainbow Dash rolled her eyes and smiled, "Eggheads."

Sonic shrugged, "Eh, what are you gonna do?" He then put the Warp Ring away and asked, "So, would you happen to know where this hill is?"

Rainbow nodded, "You bet! Follow me!" She then cantered towards the library's still-open front door, Sonic and the princesses following behind her. As she stepped out, Luna used her magic to quietly close the door.

Spike, still sitting on the floor, eyed the door for a minute. He then looked upstairs, Twilight's voice carrying somewhat through the closed wooden door. He then glanced down at the quartz crystals in his claws and on the floor before shrugging, "Well, the princess said I could do whatever I want right now, so…" He proceeded to toss a crystal up, catching it in his mouth and crunching noisily, his eyes closed in bliss.

* * *

><p>Sonic, Rainbow Dash, Princess Celestia, and Princess Luna found themselves in a hallway exactly like the one that the portal in the town hall pavilion had led to. Sonic and Rainbow looked around; even though they had clearly entered the portal floating above the hill, it seemed as though it had led them to the same place. Even the stained glass windows along the sides of the room were the same.<p>

Rainbow Dash soon asked, "How did we get back here? We went through the portal on the hill, not the one in the pavilion!"

Sonic shrugged, "Maybe it just looks the same as the hallway that the pavilion portal led to. You said there was an image on the door at the end of the hall, right, Rainbow?"

Rainbow looked at him and said, "Yeah! It had, uh... you-know-who on it!"

Luna raised an eyebrow, "Who is 'you-know-who'?"

Celestia looked at her younger sister and said, "I believe she's referring to the apparent encounter with Nightmare Moon that Twilight, Applejack, and Sonic had." Luna looked a little uneasy at that.

Sonic nodded, "Right. So if the door looks different, it must lead to somewhere different!"

Rainbow said, "I gotcha! Let's go check it out!" She and Sonic then ran towards the opposite end of the hall. Princess Celestia and Princess Luna followed them at their own pace, after Celestia gave Luna a little nudge to shake her out of her thoughts. When they reached the end of the hall, they found Sonic and Rainbow standing in front of a door that displayed an unusual-looking lizard on it. Rainbow looked at Sonic and asked, "Any idea what that is?"

Sonic held a hand up to his chin as he said, "It's hard to tell since it's a rough design, but it looks familiar. I think..." Before he could finish, the door started to open, a white light shining out from behind it and forcing everybody to cover their eyes for a moment. When they could look again, they saw that the door was open all the way and the white light seemed less harsh. Sonic and Rainbow looked at each other for a moment before running into the light. Celestia and Luna hesitated for a second before walking through the door themselves.

* * *

><p>The four of them stepped out of a portal into a decagon-shaped room that Sonic instantly recognized, the portal instantly closing up behind them. There were four sheets of glass underneath them and several windows and some kind of computer at the opposite side of the room, the windows all allowing a clear view of both Earth and the stars. They all walked forward on the non-glass part of the floor, Sonic walking slightly ahead of Rainbow Dash and the princesses. "Where are we?" Rainbow Dash asked as she came to a stop.<p>

Sonic continued walking forward, coming to a stop in front of one of the windows. He pointed out and, looking back over his shoulder, said, "Check out the view."

Rainbow, Celestia, and Luna walked over and looked out the window. All three of them were struck speechless when they saw the blue planet below. "Is… is that…?" Celestia started.

Sonic nodded, "Yep. That's my world. And with that, let me be the first, and maybe the only one, to welcome you all to Space Colony ARK."

Rainbow looked at him with wide eyes, "Wait… You mean… this is THE ARK? The same one we saw earlier? Where Shadow was born?"

Sonic nodded, "The very same."

Rainbow exclaimed, "Oh man, this is so awesome! I wish everypony was here to see this, especially Twilight! You know she'd love to actually set hoof on this thing!"

Celestia looked at Sonic in surprise, "You mean… your world is so advanced that you can actually live in space?"

Sonic replied, "Not really. The ARK is the only one of its kind right now, and it was meant to only be used for scientific testing and experimentation."

Luna asked, "If this is a 'research center', why is it so quiet and empty?"

Rainbow said, "Because they shut it down fifty years ago over an 'accident'! It wasn't an accident; they weren't thinking when they heard about Gerald's experiments!"

Sonic asked, "Did Tails tell you and Applejack about that?" Rainbow nodded, so he said, "Okay then, because I told Twilight, Spike, and Scootaloo about it. I was wondering if you knew about the whole accident too, but I never got around to asking you."

Before Celestia and Luna could ask what they were talking about, a sudden sound outside caught everyone's attention. "What's that?" Celestia asked.

Sonic looked towards the window, "It sounds like the Eclipse Cannon is opening up!" He pressed his hands up against the window, looking out as Rainbow Dash pressed her forehooves up against it and looked out as well. Celestia and Luna looked out the window, though they kept their forehooves on the floor.

Outside they could see the Eclipse Cannon's cover opening up, exposing the weapon that destroyed the Black Comet. As they looked out at it, something began to appear along the length of it, seemingly appearing out of nowhere. When it was done, they could see a massive, two-legged lizard attached to the Eclipse Cannon!

"What in the name of Tartarus?!" Luna exclaimed.

"Luna!" Celestia admonished her younger sister.

Rainbow looked at Sonic and asked, "What is that thing?!"

Sonic looked back at her, asking, "Did Tails mention anything about Gerald Robotnik's experiments prior to Shadow's creation to you and Applejack?"

Rainbow nodded, "Yeah. I think he mentioned something about lizard research."

Sonic looked back out the window and said, "Well, there's the end result of that research. That thing out there is the prototype of the Ultimate Life Form!"

Rainbow looked back out the window in shock, "No way! That's what they had before Shadow?! That thing?!"

Celestia looked at Sonic and asked, "Is it dangerous?"

Sonic replied, "Well, the last time it attached itself to the ARK, it was trying to keep the colony on its crash course to Earth to destroy the planet."

Rainbow grimaced, "Not cool. Not cool at all."

The Biolizard swung its neck back, its head raised as it let out a roar. "What is it doing?" Luna asked.

Sonic replied, "I don't know. But it doesn't look happy, so I'm not waiting to find out." He reached into his quills and pulled out the Warp Ring. Turning around, he tossed it up, the ring expanding with a *PHVWOW*.

Rainbow asked, "What are you doing, Sonic?"

The hedgehog replied, "I'm going out there. The ARK has an extensive array of platforms on its underside that can be stood on. And it was designed to have an artificial atmosphere; no need to worry about the vacuum of space as long as you're near the ARK."

Rainbow said, "Well, in that case, I'm going with you!"

Celestia spoke up, "And Luna and I will accompany you as well."

Luna looked at her sister with wide eyes, "Celestia?!"

Sonic asked, "What? You seriously want to go up against a mutated lizard-thing?"

Celestia nodded, "Yes. Now that your world is caught up in this, Luna and I are responsible for it as well. I know you're more familiar than we are with that creature, but there would be no point in us coming with you in the first place if we did not help out, correct?"

Luna glanced out the window nervously at the Biolizard, murmuring, "I don't know, sister…"

Celestia looked back at her, giving her a reassuring look as she said, "Don't worry, Luna. I will not allow any harm to come to you."

Luna looked down at the ground, thinking, "_It's not my own safety I'm worried about…_"

Celestia turned to Sonic and Rainbow Dash, asking, "So, shall we fight alongside each other once again?"

Rainbow replied, "Hey, if you're sure you'll both be okay, princess, I don't have a problem with you and Luna coming!" She looked at Sonic and asked, "What do you think, Sonic?"

Sonic shrugged, "Sure. I know an old path that leads directly to the Eclipse Cannon." He walked over to the Warp Ring and placed a finger on it, saying, "I just need to adjust the Warp Ring so we don't run the risk of having no floor underneath us."

Rainbow said, "That's not really an issue for me or the princesses. I mean, we have wings and all."

Sonic replied, "But I don't. And we're close enough to Earth that its gravity will try to pull us down. I don't know about you, but I really don't want to risk a reentry into the atmosphere."

Celestia nodded, "A valid point. So how does…?"

Sonic stepped away from the ring and gestured towards it, "All you have to do step through it. It'll send you from point A to point B in a second."

Celestia stepped towards it, examining the shining surface on the inside of the ring. "Interesting… And this will take us directly to this path you mentioned?" she asked.

Sonic nodded, "Yep. It's already set, princess. We're good to go." Nodding, Princess Celestia stepped through the ring, her majestic form vanishing as she passed through the shimmering surface on the inside. Sonic and Rainbow looked at Luna, the Lunar Princess looking back at them uncertainly for a moment before walking over and following Celestia through the ring. Sonic and Rainbow looked at each other for a moment before Rainbow went through the ring and Sonic followed her.

Upon stepping out of the other side of the Warp Ring, Sonic held up his left hand as the ring shrunk down. It then floated up and dropped down into the palm of his hand. He slipped it back into his quills and then looked around. He saw that he was standing on one of the rectangular platforms outside of the ARK along the path to the Eclipse Cannon and saw that Celestia, Luna, and Rainbow Dash were all standing nearby. Despite what Sonic had told them, both Rainbow and Celestia both looked amazed that they were actually standing out in space while Luna looked less impressed (though considering what Twilight had mentioned about her, Sonic guessed that that made sense).

They were all dragged back to the present when they heard a roar above them, all of them looking up to see the Biolizard looking down at them. "Whoa! He's even uglier up close!" Rainbow exclaimed.

"I bet he looked nicer before he was experimented on," Sonic commented.

Celestia looked at Sonic and asked, "Do you remember how to calm this creature?"

Sonic pointed up at the Biolizard and said, "There's a life support machine on his back. If that gets damaged or destroyed, he gets really weak."

Rainbow grinned, "No problem, then! I'll build up a little speed and fly right up there and take it out!" Before anyone could stop her, she spread her wings and took off, flying around the protrusions from the underside of the ARK as she built up speed.

Luna asked, "Should we go after her?"

Sonic nodded, "Yeah. I don't know what she has in mind, but it's going to take more than one hit to take that thing out."

Celestia looked back at Sonic and asked, "What do you propose we do?"

Sonic replied, "You and Luna can fly on ahead after Rainbow. I'll go the long way around and start working on a plan. I should have a better idea of what to do after I take stock of the situation. The ARK was falling to Earth the last time that thing appeared, after all. There was no need for a plan then."

Celestia nodded, "Understood. Come, Luna, we must hurry if we are to catch up with Rainbow Dash." She then spread her wings and leapt off the platform, flying in the direction Rainbow Dash had been going. Luna hesitated for a second, looking back at Sonic for a moment before following her sister.

Sonic, meanwhile, leapt on a nearby grinding rail and began to grind along it, heading for the Eclipse Cannon. As he reached the end of the rail and began to move on foot, he looked up at the Biolizard and thought, "_He may not be as weak as he was the first time, but that life support machine is still the only part of him that's not protected. As long as we keep it together, we'll be able to defeat that thing, even without the Chaos Emeralds._"

**Soon, with Rainbow Dash…**

Rainbow glanced at the Biolizard as she zipped around another tower, building up speed. She eyed the device strapped to its back, noting the dome-like protrusion on top of it. "_That must be the weak spot Sonic mentioned. All I gotta do is pop that bubble and we're done here. As I thought, one good Sonic Rainboom should be all it takes!_" she thought. She faced forward again, planning to fly towards the Biolizard.

Before she could get far, however, she became aware someone was calling her name and looked back to see Princess Celestia and Princess Luna flying behind her (though they were still some distance away). Noticing a square-shaped platform below, she landed on it and waited for the princesses. Once they were in hearing range, Rainbow asked, "Princess Celestia, Princess Luna, what are you both doing here?"

Celestia and Luna landed a second later, Celestia replying, "To watch over you, Rainbow Dash. Sonic is not so sure whatever you are planning will be enough to stop this… this creature."

Rainbow asked, "What?! How can he say that?! I wrecked a barn once with my flying! A Sonic Rainboom should be more than enough to trash that thing's life support system without putting anypony in danger!"

Luna spoke, "Your dedication to others is admirable, Rainbow Dash, but surely you don't think you can do this by yourself?"

Rainbow replied, "Of course, princess! It'll be just like the royal wedding!" Without waiting for a response, she spread her wings and took off, flying up again.

Luna looked at Celesta and asked, "Sister…?"

Celestia nodded, "We'll continue to keep watch. Make sure she is able to pull off a Sonic Rainboom in space. It feels as though something about this artificial atmosphere is very different from the atmosphere we're used to…" She then spread her wings and took off, Luna following behind her.

As they flew after the cyan pegasus, they could see she was flying around the floating platforms and the protrusions from the underside of the ARK to build up her speed again. Once she was sure she had built up enough speed, she started flying towards the Biolizard. As she flew under a walkway leading directly to the Eclipse Cannon, she saw Sonic running along it. Coming up on the other side of it, she shot him a grin and a wave of her hoof before she began to fly up above the Biolizard. This was it; the barrier break was coming…

It never came.

As she reached the height of her ascent and changed direction to fly for the life support system, Rainbow realized she wasn't close to breaking the sound barrier yet. Gritting her teeth, she poured on the speed as she flew for the Biolizard's life support system, sure she was close. She began to feel it, the waves in front and behind her, but it wasn't enough. Not only did she not perform the Sonic Rainboom, but she crashed into the side of the life support system, having not made sure she was spot-on with her target. Sonic saw her crash and started running again, the hedgehog having stopped when he saw her to watch what she was doing.

Celestia and Luna, meanwhile, saw what happened as well and flew into action. Celestia could already see that Sonic was moving to help Rainbow, so she turned to Luna and said, "We have to distract it! Quickly, Luna!" The Lunar Princess nodded and they flew up towards the Biolizard, Celestia unleashing a small beam of magic energy at it to draw its attention away from Sonic and Rainbow Dash.

The beam struck near the creature's left eye and it roared as it turned its head to look at the two princesses. It closed its mouth for a moment and then opened it again, firing a round of pink spheres at them. Celestia and Luna flew around these shots as best they could. They somehow managed to avoid the shots without losing part of a wing or worse. Celestia flew up along its right side while Luna flew up along its left side.

Along the Biolizard's right side, Celestia summoned more magic into her horn and unleashed a more powerful beam of magic energy, aiming for the creature's neck. When it struck, however, it did little more than push against the Biolizard before Celestia stopped using her magic. "_It… it completely absorbed my attack…_" she thought. She didn't get much time to ponder this as the Biolizard turned towards her and fired a beam of its own at her from its mouth. Celestia managed to get out of the way, though she could swear she had been close to losing part of her ethereal tail.

Pushing it out of her mind, she looked up to see Luna further up the beast's body, fluttering a short distance away from its life support machine. Celestia was confused; was she hesitating to attack? "Luna! Attack it!" she called, hoping her sister would be able to hear her. The Princess of the Night looked at her uncertainly for a moment before channeling her magic into her horn. It took her several seconds, longer than it should have taken for a being such as her, but she unleashed a weak cobalt blue beam from her horn.

It struck the center of the life support machine, but it didn't seem to have much effect, other than attract the Biolizard's attention. It swung its neck around and roared in her direction, Luna looking back at it with wide eyes. Celestia immediately began flying to her sister's side at that. She managed to reach Luna as the Biolizard fired several spheres in their direction. Celestia immediately used her magic to teleport them both away, the two princesses reappearing on the other side of the beast.

As they flapped their wings to remain in place, they heard Sonic call, "Luna, Celestia!" They turned to look. Sonic was sliding down the cable extending from the Biolizard's life support system with Rainbow Dash slung over his left shoulder. He held up the Warp Ring in his right hand and called, "Come on, we've gotta go!" He then threw the ring forward, sending it flying. Luna immediately flew towards him and Celestia flew after her. The ring grew to its full size a second later and Sonic leapt off where the cable split into two, carrying the still dazed mare with him through the ring. Luna followed soon after with Celestia hot on her hooves.

The ring deposited the four of them in a mostly gray room with dim lighting. While Sonic retrieved the Warp Ring, Celestia lit up her horn to provide a little extra light. In front of her, she could see that the room split in two directions. She turned to Sonic a second later and asked, "Where are we?"

Sonic replied, "We're back inside the ARK, near the research area. I remember passing through a little bit of this section when I was up here with Shadow."

Sonic eyes moved in Dash's direction as he heard the pegasus groan. He walked over to a nearby wall and gently set her down, kneeling in front of her. Dash raised a hoof to her forehead as she moaned, "I have a headache."

Sonic snickered and said, "Well, after a crash like that, I can believe it."

He stood up and backed up a few steps as Rainbow climbed to her hooves, still using one hoof to rub her forehead. She lowered it a second later and looked around. "Hey, where'd that thing go? And where are we for that matter?" she asked.

Sonic shrugged, "We're on the inside of the ARK. I figured it would be a good idea to fall back and come up with a plan."

Rainbow protested, "But… I had a plan!"

Sonic nodded, "I know. But you didn't really share it with us. I mean, you didn't abandon us or anything, but you kind of took off to do your own thing, Rainbow."

Rainbow replied, "I knew what I was doing! One Sonic Rainboom and that thing's life support machine would've been toast!" She looked away as she muttered, "Everything should've worked out. I pulled it off so easily at the wedding. Why couldn't I do it this time?"

Sonic held a hand up to his chin, running it back and forth as he thought of what to say. After a moment, he looked over his shoulder and saw Celestia and Luna talking. Judging by their body language, Sonic assumed they were also talking about what just happened. He nodded to himself; he then put his right thumb and index finger in his mouth and whistled loudly. Everypony immediately stiffened up and looked at him, the silence making the noise seem even louder. Sonic then made a 'T' shape with his hands and said, "Time out!"

Celestia asked, "Time out? What…?"

Sonic explained, "I think it would do everyone in the room some good and clear up some of the tension in the air if we switched things up a bit."

Luna cocked her head, "Switched things up?"

Sonic nodded, "Yeah." He walked over to Celestia and gestured for her to lower her head. The princess complied and Sonic started whispering in her ear.

Celestia looked at him once he was done talking and asked, "Are you sure that's wise, Sonic?"

Sonic replied, "I don't know, but I do know that I'm probably not the one who should be talking to Rainbow about her Sonic Rainboom. And I'm sure you've talked to Luna plenty of times in the past. It might be a good idea to let her talk with someone else."

Celestia looked at him for a moment before saying, "Well, Twilight did manage to help her greatly during her first Nightmare Night, when she wanted to be accepted by the ponies of Ponyville. Perhaps… it wouldn't hurt."

Sonic nodded; he then looked at Luna. The Lunar Princess looked back at him a bit worriedly, asking, "S-Sonic?"

Sonic held up a hand and said, "Luna… let's take a walk." He turned and started walking towards the left path, stopping briefly to look back over his shoulder. Luna looked at Celestia when he did, the Solar Princess nodding softly in response. Luna nodded back and then trotted towards Sonic, the hedgehog waiting until she was alongside him before he started walking again. Luna lit up her horn to provide a little extra light as they neared the corner.

After they passed out of sight, Princess Celestia turned to Rainbow Dash and walked over to her. The cyan pegasus began to get nervous at the sight of the princess towering over her and began to tremble and curl up slightly. "P-P-Princess, I…" she started.

Celestia held up a hoof to silence her, Rainbow immediately closing her mouth at the gesture. The princess then said, "It's all right, Rainbow Dash. Sonic holds nothing against you for trying to help, and Luna and I don't either. However, it's clear that stopping that creature will not be easy. So let's talk about your Sonic Rainboom… and what we can do to make sure it will work for the next time."

**Meanwhile, with Sonic and Luna…**

Sonic and Luna stood at the top of a ramp, looking over the various powered down computer screens and looking at one of the ARK's old Gun Lift tracks. "My, this 'ARK' is certainly an impressive construct," Luna noted in an attempt to make conversation.

"Yeah, it sure is. I bet it was even more impressive when researchers lived here and it was up and running," Sonic said as he started to walk down the ramp.

Luna slowly followed him down, taking great care with each step she took. "It appears to be in rather good condition. Why has it not been resurrected yet?" Luna asked.

Sonic replied, "It's been hidden away from the world for the last fifty years due to the accident that occurred here. I think it's been left alone since the Black Arm invasion as part of the United Federation's homage to Shadow's creator, Professor Gerald."

Looking around, Luna asked, "So Shadow was born here?"

Sonic nodded, "Yeah, in a way. But I didn't want to walk with you to give you a history lesson. I mean, I'm sure you've had enough of those as it is."

Luna looked down as she murmured, "Yes… A thousand years spent in isolation in the Moon… I am still getting used to all the things that have changed since I was sealed in the very thing I am responsible for…"

Sonic glanced back at her as he asked, "Responsible…? You mean you're in charge of the Moon itself?"

Luna nodded, "Yes. I use my magic to raise the Moon every night. My sister uses her magic to do the same with the Sun, and during my banishment, she raised the Moon as well."

Sonic replied, "That's… cool, I guess. Being able to do both at once, I mean. But it sounds like it isn't easy being the Princess of the Night."

Luna said, "It is not. It never has been. Ponies look upon my night now as something wonderful and they even study it. This was not the case a thousand years ago." She sighed, "Nopony really appreciated me or the hard work I put into making my night sky beautiful…"

Sonic stopped and looked back at her sympathetically, the Lunar Princess coming to a stop as he said, "That's rough, Luna. Is that why…?"

Luna nodded, "Yes. That is why I grew resentful of Celestia and tried to bring about nighttime eternal." She sat down on her haunches as she murmured, "A thousand years later, I broke free and tried to make the night eternal once more, only to be freed from my dark power by Twilight Sparkle and her friends. Celestia was happy to welcome me back, but the rest of Equestria…" She lowered her head as she closed her eyes, not caring that tears were beginning to gather. "I spent time in the castle learning about this age, learning everything I thought I'd need to know… And when I went out beyond Canterlot, all I learned just made ponies fear me more… As if that night didn't give them enough of a reason to…" She looked up at Sonic and glared at him, "I have never once touched a foal's backside for any malicious reason, Nightmare Moon or not! Do I look like a creature that would eat foals?! Is that the kind of thing ponies have become so quick to assume in this day and age?!"

Sonic, with his arms crossed, replied, "Are they so quick to believe their first judgment based on idle things they've heard and initial impressions? Sadly, yes. I should know; there are a lot of people in my world that are like that." Luna's glare receded, the princess looking at Sonic in silence as he spoke, "As someone who's fought to keep everyone in the world safe and keep the world from being ruled by a megalomaniac, I know what you mean. People didn't always welcome me with open arms. When my friends and I first showed up, we got a pretty negative response too. Some people were afraid of us, some reacted with hostility, and I'm pretty sure some people said things about us. We kept going, of course, but I still know that it can be disheartening to see people react that way instead of looking past the surface."

Luna looked at him with sad eyes. "S-Sonic… I had no idea…" she murmured.

Sonic shrugged, "It's all in the past. And when they saw what Dr. Eggman was like and what he was planning to do, they eventually changed their minds about us. Same with Shadow, once it was finally revealed what Professor Gerald really wanted."

Luna asked, "Shadow? But he's… he's so powerful… and not…" She trailed off at that point.

But she didn't need to continue, because Sonic caught on to the source of her distress. "Luna, are you afraid of your own power?" he asked.

Luna hesitantly nodded, "I… I am."

Sonic said, "But you used it against the changelings! You used it to save Pipsqueak!"

Luna replied, "My sister was the one who mostly used her magic in that battle. I attempted other means, but… when I saw Pipsqueak in danger, my emotions got the better of me. Although it was completely different, it still reminded me of how I became Nightmare Moon in the first place…"

Sonic asked, "You mean…?"

Luna explained, "I was not thinking properly when I saw ponies frolicking in my sister's sun and hiding away from my night. In my anger, I came across a new way to get them to notice me: through power. And… when I lost myself to it, I became Nightmare Moon…" She shuddered, "I can raise the Moon with hardly any effort. I can try to rule Equestria alongside Celestia. But I am afraid of falling prey to that desire again…"

Sonic asked, "Luna… you've tried to reconnect with the ponies of Equestria, right?"

Luna nodded, "Yes. There is an annual celebration called Nightmare Night. It is a festival involving fun activities and harmless scares, all started by the legend of Nightmare Moon. I went to Ponyville on that night to spend time among the common ponies and change what I thought was a dark celebration into a bright one. I had no idea that that's what it was all along."

Sonic said, "Your sister mentioned that Twilight helped you that night."

Luna replied, "Twilight Sparkle was the only pony who did not fear me when I arrived. She did everything she could to help me, even when my temper got the best of me. She… stood strong against my anger to help me again."

Sonic asked, "So she helped you to get accepted by the ponies of Ponyville?" Luna nodded; Sonic then said, "So that's why you'll help your sister rule, but not use your power." He then smiled, "Well, this is the perfect chance to work on that!"

Luna looked up at him in surprise, "What?"

Sonic explained, "You're in my universe now, Luna. There is nothing here that can cause you emotional baggage. What better place to work on getting your own power under control than a place where there is almost nothing to upset you? Learning to control your power while experiencing strong emotions might be a bit much to start with, but learning to control it in the first place is a better place to start. You can start by learning to keep it under control and help stop that prototype at the same time."

Luna stammered, "But… I do not know if I can… I might lose control… Something could happen that isn't supposed to… I don't want that to happen…"

Sonic smiled, "It won't, Luna. If there's one thing standing up against a megalomaniac has taught me, it's that, no matter what, you should never give up. That always seems like an easy way to avoid things you'd rather not remember, but there's always hope, no matter how little. As long as there's hope, you have to keep going, because giving up won't help anybody in the end. I'm sure Twilight learned that lesson too, when that Discord dude was loose."

Luna's eyes shifted down, looking at the ground as she considered his words. Sonic went on, "I know it's not easy, and I probably sound like a self-help book, but doesn't it make it seem easier if you have something to believe in? And Luna, you're not alone; you've got your sister, Twilight, her friends, and me and Tails to help you." Luna continued looking at the ground, her eyes beginning to water again. "Come on, Luna! You said you want to help your sister rule, make the night beautiful, and be accepted by the ponies of Equestria! Do you really want to just give up on all of that and retreat into a shell, hiding away from the world?"

Luna's eyes clenched shut as she shuddered, Sonic's words resonating strongly within her. A moment later, she threw herself at the blue hedgehog, exclaiming, "No!" She surprised the blue hedgehog by wrapping her forelegs around him in an embrace, tears once again falling from her eyes but for a different reason. Sonic remained silent as Luna let out how she felt, placing a hand on the back of her neck and running it back and forth. The Lunar Princess sniffled, "I don't want to give up. Not so easily. I will… try to be strong. Like Celestia, like Twilight, and… like you."

Sonic let her cling to him for a minute before gently pushing her back onto her haunches, a hand still on her side. "Dry those tears, Luna. They're not for you, so save them for someone who needs them," he said.

Luna raised a hoof to her face and wiped the tears away. She then gave Sonic a small smile, "Okay." Sonic smiled back at her.

A second later, they heard Celestia say, "Sonic? Luna?" They both looked to see the Sun Princess and Rainbow Dash at the top of the ramp.

Sonic waved, "Yeah, we're here." Celestia and Rainbow walked down the ramp at that, coming over to the square-shaped platform the two were standing on.

Rainbow asked, "Are you two okay?"

Luna nodded, "Yes, Rainbow Dash. We have talked and come to a consensus, so to speak." She then looked up at her sister and asked, "And you?"

Celestia nodded, "Rainbow and I have talked as well. And we think we have an idea on how to make sure her Sonic Rainboom works next time."

Sonic grinned, "Cool! Then let's see if we can come up with a plan to deal with that prototype!"

**Soon, outside the ARK…**

The Biolizard roared to itself in confusion as it looked around. Where were the ones that had attacked it earlier? Why did it feel the urge to destroy them when it saw them? Why did it feel like something was off about this situation, like there was something it was supposed to be doing? What was going on for that matter? All these questions swirled in the creature's head, but they didn't stay for long, its animal-like mind unable to focus on them.

Suddenly, there was a bright flash at the edge of its vision. As it turned to look, two beams, one yellow and the other cobalt blue, stuck it in the eyes, irritating them. The creature shook its head and roared, unleashing three lasers from its mouth at the source of the beams. Luna and Celestia flew to the side, dodging the lasers as they flew full speed at the Biolizard. Luna flew up along its right side and fired a bolt of electricity at its head, catching the creature's attention even though it absorbed the electricity. As she flew away from a volley of pink spheres, she screamed, "Come on, you moronic beast! What art thou the end result of?! Some twisted fusion of a lizard, a laser, and a vegetable?!"

The Biolizard flinched as it felt something strike near one of its life support cables and turned to its left to see Celestia flapping her wings to remain stationary, her horn still surrounded by her magic aura. It roared angrily at her; Celestia yelled, "Is that all you've got to say, you… stupid… lizard thing?!" It responded by firing a laser from its mouth at her. Celestia used her magic to teleport out of the way, reappearing above the Biolizard's neck.

As she got her bearings, Luna flew up to her and asked, "'Stupid lizard thing', sister?"

Celestia sheepishly replied, "Hey, I'm new to this!" Both their heads turned at another roar, the Biolizard twisting its neck around trying to get a good look at them. The two sisters separated, flying around it and doing what they could to keep its attention on them.

While the two princesses distracted the Biolizard, Sonic and Rainbow Dash were moving along below the creature, Sonic leading Rainbow down the old path to the Eclipse Cannon that she had skipped over last time. Sonic ran in front of Rainbow Dash, the rainbow-maned pegasus flying behind him and staying in his tailwind to build up speed. She was picking up speed pretty quickly by staying behind Sonic, but she would occasionally get out from behind him, especially when they had to alter the gravity so Sonic could continue. She didn't want to perform her Sonic Rainboom too early, after all.

As they adjusted the gravity once more, they looked up. It looked like there was enough distance for Dash to build up the remaining speed herself and strike the Biolizard while performing the Sonic Rainboom. Sonic called back, "All right, Rainbow! It's go time!" Rainbow nodded and, after a second, broke off while Sonic continued along the path, once again heading for the Eclipse Cannon.

As she flew, Rainbow Dash checked herself. Letting Sonic take the lead had given her greater speed, greater than she had had before. She flew up along the Biolizard's right side, the blur catching the creature's attention briefly before a beam from Celestia distracted it. Once she was at the appropriate height, she pulled a fast 180 degree turn and flew for the life support system. As she started, she could feel the artificial air rushing past her, a nearly invisible aura already forming around her front hooves. And just as the gap was beginning to close, it happened. The pegasus shot forward like a rocket, a rainbow ring spreading out from that point and a rainbow trail following her! She flew straight towards the Biolizard, slamming into its life support system and causing the creature to roar in pain as she pressed her hooves down against it before ricocheting off. While it was distracted, Celestia flew up and unleashed a yellow beam at the life support system, damaging it more.

As it thrashed around in pain and anger, the Biolizard saw Sonic running towards it. Reacting swiftly, it opened its mouth and fired a laser at the walkway he was running on, destroying the path in front of the hedgehog. Sonic managed to slide to a stop, but the rest of the path soon fell apart, the remaining pieces on both sides breaking off and falling and, unfortunately, taking Sonic with them.

While he was falling, Sonic looked around, trying to find something to land on or jump off of. Suddenly, he felt something come up from right under him, catching him. Facing forward, he realized it was Princess Luna! She looked back at him and asked, "Art thou okay, Sonic?"

The blue hedgehog held his right thumb up, saying, "I'm fine, Luna. I'm just not fond of surprises like that."

Luna nodded. She then faced forward and said, "Hold on tight. I will get you back up there!"

Sonic placed his hands on her neck and said, "I'm ready when you are, Luna!" Nodding, the Lunar Princess adjusted herself, holding her forelegs out in front of her, pointing her back legs out, and tucking her head slightly down before flying away.

Rather than take the direct approach, Luna decided to try to keep the Biolizard guessing and circle around to attack. This path, still a part of the path Sonic had taken before, consisted of zero gravity debris from the ARK's plummet to Earth and floating barriers. This didn't concern Sonic or Luna very much, though; if Luna couldn't fly around it, she could move the debris or temporarily short-circuit the barriers with her magic. They didn't have to worry about the ARK's automated defenses because they were all shut down.

After a few minutes of flying, they were right under the Biolizard. Luna flew towards its left side and then up, getting above its life support system. As they hovered there, the Biolizard unaware, Sonic said, "You may do the honors, princess." At that, Luna reared her head back and then brought it forward, unleashing a cobalt blue beam from her horn at the machine. The creature roared as the beam struck, sparks flying off of the machine.

Once she was done, Luna bucked forward, sending Sonic flying towards the creature, yelling, "Send this beast from here, Sonic!" Sonic grinned as he flew towards the life support machine, curling up in a ball as he got close. He struck true, pushing against the machine for several seconds before an explosion erupted from it.

Sonic was pushed up by the explosion, but managed to grab onto one of the life support cables when he came back down. Looking back, he saw that the life support was in critical condition; one more good attack would take it out for good. Before he could communicate this to the others, however, the Biolizard suddenly let out a loud roar and all of a sudden, it felt like the pull of gravity had increased dramatically. Sonic suddenly lost his grip and began to fall, many of the platforms surrounding the ARK beginning to fall as well.

As he fell, Sonic noticed the Rainbow Dash and the princesses were being dragged down as well, though it also seemed as though gravity was starting to return to normal. This was proven true as Rainbow, Celestia, and Luna were soon able to use their wings to stop their descent. Sonic, meanwhile, was able to land on one of the falling platforms, which was now being pulled down normally.

Rainbow flew down to Sonic, followed by the princesses, and asked, "Sonic, what's going on?!"

The hedgehog replied, "That thing's gotta be messing with the gravity around it! I think it did the same thing to Shadow when he was fighting it!"

Luna said, "Then we must stop it before there's nothing left for you to stand on!"

Rainbow asked, "But how, princess? If it's still doing that gravity thing, we can't even get close to it!"

Celestia said, "My magic and Luna's should be unaffected by the gravity field. If you and Sonic can get close, Rainbow Dash, we should be able to distract it and get it to stop."

Sonic nodded, "Sounds like a plan, princess. Let's do it!"

Rainbow said, "Yeah!" She then turned to Sonic and asked, "Do you want me to carry you up there?"

Sonic grinned, "No need." He looked up and pointed, prompting Rainbow and the two princesses to look up. Above them, more platforms and pieces of the ARK were falling. Sonic said, "You go on ahead, Dash. I'll use the stuff that's falling to keep up."

Rainbow grinned, "All right, let's go!" She then shot straight up towards the Biolizard. Sonic nodded at the princesses, both of them nodding back, and then dashed to the edge of the platform, leaping to another platform and then another to follow Rainbow Dash. Celestia and Luna nodded at each other and then Celestia used her magic to teleport, both of them reappearing up near the Biolizard.

Looking down, they saw that Sonic and Rainbow Dash were quickly making progress, Sonic surprisingly (to them, at least) easily keeping up with Rainbow, even when he wasn't running straight up a platform. The blue hedgehog came to a stop on the last platform, looking up as Rainbow was unable to fly up any further. The Biolizard was looking down at them, keeping them in its sights.

It was time. Together, Celestia and Luna channeled their magic into their horns, each giving off a brief flash before releasing their magic beams. The yellow and cobalt blue beams twisted around each other as they flew, both striking the Biolizard's life support machine at the same time. The creature roared in pain, the gravity around it returning to normal as it looked around.

Sonic and Rainbow Dash nodded to each other, Sonic leaping up towards the cyan pegasus. She held out her left forehoof and he grabbed it with his right hand. Rainbow then immediately flew up towards the Biolizard, carrying Sonic along. Once they were just about above it, Rainbow stopped flapping her wings and Sonic started them spinning. After a second, they both curled up into balls, one blue and the other cyan and rainbow colored. While spinning, they whipped around the Biolizard, going behind it and then back towards its front. Instead of aiming for its front, however, they aimed for the life support system, both striking it at the same time. Their attack completely destroyed the life support machine, the Biolizard letting out one final roar as it was engulfed by the resulting explosion.

Both Sonic and Rainbow managed to bounce away from the life support system after hitting it, resulting in the explosion sending them both flying. Celestia and Luna saw them and flew to help them, Celestia catching Sonic on her back while Luna grabbed Rainbow Dash with her forelegs. Shaking his head after landing on the Sun Princess' back, he looked at her and said, "Whoa! Thanks for the save, Celestia."

Celestia smiled at him, "It was no trouble at all, Sonic."

Behind them, Rainbow looked up at the Princess of the Night and chuckled, "Heh heh, uh, thanks Princess Luna."

Luna nodded down at her, but as she looked up, she noticed some kind of green light shining down from part of the ARK. Celestia noticed her expression and asked, "Luna, what's wrong?"

Her sister replied, "Look over there. What is that light?" She nodded her head in its direction, Rainbow, Celestia, and Sonic looking.

"Yeah and where's it coming from?" Rainbow asked.

"Let's take a closer look," Celestia said, starting to fly towards it. Rainbow would've flown herself, but decided that shaking free of a princess' hold probably wasn't a smart idea, so she remained quiet while Luna followed her sister. When the two sisters reached the light, everybody looked up at it. It looked like it was leading somewhere. The princesses flew up; after about a minute, they found themselves in a large green room with many flickering lights. "Where is this?" Celestia wondered as she and Luna landed on one of the platforms in the room, Luna setting Rainbow Dash down beforehand.

Sonic slid off of Celestia's back and looked around. "I think we've found the ARK's computer room," he said after a moment.

Rainbow soon pointed at the lone computer terminal on the platform, saying, "Princesses, Sonic, look!" They all looked where she was pointing. There, sitting on the panel of the computer, underneath the screen, was the blue Chaos Emerald and Pinkie Pie's Element of Laughter necklace.

Sonic grinned, "Sweet!"

He was about to run over to the computer, but Celestia stopped him with her left wing and said, "Allow us." Both her and Luna's horns lit up, a yellow aura surrounding the Element of Laughter and a cobalt blue aura surrounding the blue Chaos Emerald. Both of them levitated off of the computer a moment later, floating over to Sonic, who grabbed the necklace with his left hand and the emerald with his right.

Rainbow smiled, "This is great! We found another one of our Elements of Harmony and one of your Chaos Emeralds, Sonic! We'd better tell the others right away!"

Sonic nodded, "Yep. I don't think we need to hang around here any longer." He placed the emerald on top of the necklace, saying "Let me just get the Warp Ring so we can leave."

Rainbow walked over to him and said, "Here, I'll get it for you." She started running her forehooves through his quills before he could protest. A second later, she brought the ring out, holding it in her right hoof. "All right, now all I have to do is toss it, right?" she asked.

Sonic shifted the Chaos Emerald back to his right hand, saying, "Just a second." He touched the ring with the emerald, the ring emitting a bright white light for a few seconds. After it faded, Sonic said, "That should keep it going. Okay, go ahead." Rainbow nodded and threw the ring, causing it to expand a second later.

Sonic and Rainbow Dash walked over to it, standing along the sides of it. "After you, your highnesses," Rainbow said.

"Next stop, Sweet Apple Acres!" Sonic added. Celestia and Luna nodded and walked forward, stepping through the ring. Rainbow followed them and Sonic went in after her.

* * *

><p>"Thanks again for that lecture on magic, Twilight. I liked it, and I really learned a lot too," Tails said. He, Twilight, and Spike were walking down the path leading to Sweet Apple Acres, having passed through Ponyville to check on how the repairs were going along the way.<p>

"Yeah, I thought it was pretty enjoyable too," Spike commented.

Twilight glanced back at him with a raised eyebrow, "Spike, you weren't even there for it. You spent almost the whole time downstairs in the library."

Spike nodded smugly, "Exactly."

Twilight shook her head and rolled her eyes before turning to Tails and saying, "Anyway, Tails, I thought your lecture on the Chaos Emeralds was really good too. Do they really get bigger when they end up in this 'Special Zone'?"

The fox replied, "Not always, but sometimes. Sometimes they even look different. The zone can really mess with your head sometimes. But they always go back to normal when they're brought out of the Special Zone."

Spike scratched his head, "So how do you get to this so-called zone again?"

Tails glanced back and said, "Usually through the Warp Rings. Even though it's separate from our world, there's a barrier between our world and the Special Zone that the Warp Rings can get past. That's also why we've been able to use the Warp Ring that Sonic found; time and space are so messed up right now that it's easy to warp from the points in the past back to Ponyville and vice versa. If it's not possible to overcome the barrier or you can't think of the area you want to warp to, the rings usually don't work."

Twilight exclaimed, "Fascinating! So…"

Before she could continue, Spike pointed out, "Hey, we're just about there."

Tails and Twilight looked forward to see that Sweet Apple Acres wasn't too far away. "Oh. That didn't take long," Tails noted. Twilight nodded in agreement while Spike just rolled his eyes.

The three of them soon passed under the arch at the entrance and saw Rarity, Fluttershy, Pinkie Pie, and Applejack all standing around the barn, Pinkie having a baby alligator hanging onto her cotton candy mane and a brown dog sitting next to Applejack. Applejack noticed them and hollered, "Hey, over here, y'all!"

As they started over, Winona suddenly bounded over to the three of them, causing them to stop. She reared up on her hind legs and started licking Tails' face. "Whoa, who's this?" Tails asked while trying to keep from laughing.

Applejack, Rarity, Fluttershy, and Pinkie Pie came over, Applejack saying, "That's Winona, our work dog." She looked at Winona and said, "Come on, Winona, back off. No need ta scare this fella away." Winona backed off at her words and walked over next to Applejack, taking a seat next to her.

"Ah, it's so good to see you all again! We were hoping that nothing had happened to you," Rarity said a moment later.

Twilight replied, "We're fine, Rarity." She then turned to Applejack and asked, "So did you and Apple Bloom happen to find Granny Smith, Applejack?"

The orange earth pony nodded, "Yup! She got worn out from all the excitement that seein' Amy, Cream, and Cheese caused, so she's takin' a nap in her rockin' chair. Amy took Cream and Cheese back to Ponyville a little while ago and they took the Cutie Mark Crusaders with them." She then asked, "So how'd y'all do? Did ya manage to fix whatever needed ta be fixed?"

Tails nodded, "Yep! The radar's at 100%, Applejack." He pulled the radar out from his left tail, holding it up as he said, "As soon as Sonic, Rainbow Dash, Princess Celestia, and Princess Luna get back, we can get back to restoring Ponyville."

Pinkie Pie piped up, "So much of Ponyville has already been brought back! I can't wait until it's all been brought back!" She then pointed, "Ooh, look! More of it is being brought back!" They all turned to look to faintly see, in the distance, sparkles rising up from the hill that Tails had said was where the next portal was.

A few seconds later, they all heard a *PHVWOW* and turned to see the Warp Ring suddenly appear nearby. Princess Celestia and Princess Luna stepped out of it afterwards, startling the ponies. They were all about to drop into a bow until Celestia held up a hoof and said, "There is no need for that right now, my little ponies. You've already bowed to us once." Luna nodded; the two sisters then stepped to the side, Rainbow Dash and Sonic stepping out of the ring afterwards, the ring shrinking down and landing in Rainbow's hoof when she held it up.

Pinkie cheered, "Yay! Everypony's back!"

Rainbow said, "Hey guys! Hope we didn't keep you waiting too long!" She trotted over and gave Tails the Warp Ring, the fox taking it with his free hand.

He then replied, "No, Twilight, Spike, and I just got here too. I don't know about Rarity, Pinkie, Applejack, and Fluttershy, but…"

Rarity spoke up, "Not to worry, darlings. We haven't been waiting too long."

Winona ran over to Sonic and started licking his face as well, the hedgehog grinning at the dog's affections. Tails giggled, "Looks like Winona likes you too, Sonic."

After Winona had backed off, Rainbow looked at Tails and asked, "So did you get your radar thingy working again?"

Tails nodded, "Uh-huh. We're all set." He powered it up, showing that it was now working properly. He then reached into his right tail and pulled out two small yellow and white devices, saying, "Thanks to Twilight, I was also able to make us a pair of radios with those Power Cores I picked up, just in case we get separated." Twilight chuckled nervously at that. Tails then put the radios away and asked, "So how did you guys and the princesses do?"

Rainbow moved to the side, Sonic grinning as he held up what he had in his hands, "Check it out!"

Pinkie gasped (a regular gasp), "That's my necklace! You found it! Where did you find it?!"

Sonic slid the Chaos Emerald into his quills as he replied, "Oh, we just happened to find it… after we beat a huge experimental lizard that tried to crash a space colony into Earth the last time we saw it."

Spike and the ponies (aside from Rainbow Dash and the princesses) all looked surprised at that, but Tails just smiled, "Oh, really? I never would've guessed that that prototype was going to be brought back."

Sonic nodded, "Yeah, I was surprised too." He then held out his left hand, allowing Twilight to take the Element of Laughter with her magic.

After slipping it into her saddlebag with the rest of the necklaces, the lavender unicorn said, "Well, we're glad that you're all okay, right everypony?" Spike, Tails, and the other ponies all voiced their agreement. Before anyone else could say anything, the ground suddenly started to shake. Everybody looked up a second later to see the mysterious creature appear in the sky above, flying out of a vortex! "Ah, it's back!" Twilight exclaimed.

Taking up an offensive position along with Rainbow Dash and Applejack, Sonic said, "Watch out!" Everybody else took on a defensive position, especially Fluttershy, in case the creature came any closer. While watching the creature, Tails realized his radar was pointing at it and noticed the unusual readings it was recording.

The creature didn't seem to be after them, however, as it simply flew over Sweet Apple Acres before flying in the direction of Ponyville. It soon reached the town, scaring all the ponies below, but it didn't seem interested in them either. Before long, it crashed into something, shaking its head as a red wave and a pink wave spread out from whatever it hit. It looked up a moment later and opened a new vortex, flying through it and disappearing.

After a moment, Applejack commented, "Ah hate when that thing does that."

Celestia asked, "So that's the creature that's responsible for all this?"

Rainbow nodded, "Yeah, that's the thing all right, Princess Celestia!" She then asked, "But what just happened? What stopped it?"

Tails slid his radar back into his left tail as he said, "I could take a look from here if I had a pair of binoculars or a telescope."

Pinkie Pie zoomed over to a nearby coop, Gummy still hanging from her mane, and thrust a hoof inside the opening. As she seemingly rustled through it, she called, "Not a problem, Tails! I have binoculars stashed all over Ponyville in case of binoculars emergencies!" She soon pulled out a pair of black binoculars, holding them in her left hoof. She zoomed back over to Tails and said, "Here you go!"

Although surprised, Tails took them, saying, "Thank you, Pinkie Pie!" She grinned happily at that. Tails then held them up to his eyes, adjusting them until he could see through them properly. He then looked where the red and pink waves had originated from, zooming in to get a better look. He soon gasped, "There's a Chaos Emerald up there!"

Fluttershy asked, "Is that what drove that monster off?"

Tails replied, "Well, that accounts for the red wave of energy. I think the pink wave came from that crown that's floating next to it."

Twilight asked, "There's a crown up there?"

Tails looked at her and nodded, "Yeah." He held out the binocular, saying, "Here, take a look."

Twilight took the binoculars and looked herself. She soon said, "That's my Element of Magic crown! But… why are it and the Chaos Emerald completely white?"

Luna asked, "What do you mean they are completely white?"

Tails answered, "They look just like Whitetail Wood did before that blast from the Chaos Emeralds brought the colors back. That Chaos Emerald and the Element of Magic must've been affected by that creature somehow."

Spike suggested, "Maybe there's a way to get them back to normal? You know, like we've been doing for Ponyville and everyone we know?"

Tails looked at him and nodded, "Sounds like a good theory to me. If we can get all the Elements of Harmony and all the Chaos Emeralds, we should be able to defeat that creature and undo all the damage it's done."

Applejack spoke up, "Well, you know what ta do then, Tails! Fire up that radar and let's get ta work!" Tails nodded and, after pulling the radar back out and storing the data it had gathered from the creature, started searching for new frequencies.

While he was searching, Spike looked over at Sonic, Rainbow Dash, and Princess Luna, the three of them standing near each other, and said, "Boy, this adventuring thing is pretty tough, huh? And it sounds like we've still got a ways to go."

Sonic replied, "Well, it's not much of an adventure if it's short and easy." He glanced over at Rainbow Dash, who gave him a nod. The two of them looked back at Princess Luna as she hesitantly raised a hoof. Sonic and Rainbow nodded, Sonic raising his left fist and Rainbow raising her right hoof. The two of them then bumped with Luna's hoof.

* * *

><p>Okay, I realize this is a technicality, but I really wanted to use this particular boss for the DC Era boss (since the FinalHazard is still one of my top ten favorite Sonic final bosses). Look at it this way: it's a combination of both Perfect Chaos and the Biolizard. Besides, it's kind of a promotional thing for the re-release of "Sonic Adventure 2" later this year.<p>

Originally, the fight was just going to feature Sonic, Celestia, and Luna, but a reader's comment (you know who you are!) made me decide to include Rainbow Dash as well. Looking back, it actually made this chapter work better.

Now I know some of you are probably wondering why I downgraded Rainbow Dash's Sonic Rainboom, considering how easily she pulled it off in "A Canterlot Wedding". I have two reasons for this: first, the writers were probably strapped for time. Therefore, they had to cram the wedding itself into only a couple of minutes in the second part. Second, and most importantly, Rainbow Dash trained to pull off the Sonic Rainboom at the wedding. She's in a different place here, and I doubt she's practicing it all the time. She probably can't do it on command ALL the time. Think about that before you voice your complaints about the Sonic Rainboom here.

Also, I know that "Lost Impact" and "The Doom" were flashback stages, but I'm pretty sure the areas on the ARK where they took place are still there after fifty years. Since Sonic has been up there a few times (according to the Hero path stages in "Shadow the Hedgehog"), he's probably seen those locations before, especially since he and Shadow were running through the ARK prior to "Final Haunt".

Now, before the chapter notes, I'd like to let you all know I'm close to deciding what stage I want to use for the first Modern Era stage. I've narrowed it down to either Flame Core or Coral Cave, though I'm presently leaning towards Flame Core. If you can come up with a valid reason to make me change my mind, I'd love to hear it. Which brings me to my next point: I'm going to switch things up a bit in the Modern Era. So I'd like to know; is there anyone you want to see appear during the Modern Era? I've already got a possible appearance planned for the teenage dragons from "Dragon Quest" for the first Modern Era stage (hence part of the reason why I want to go with Flame Core), and I might bring in the Babylon Rogues and the Wonderbolts if enough people want them to appear. So... let me know!

Now for the chapter notes...

Originally, Rarity was going to use her charms to get the Chaos Emeralds from Sonic, but I changed my mind when I remembered that Rouge, on "Sonic X", said even she wouldn't use a Chaos Emerald to make a ring. I figured Rarity would be better than that as well. Also, Sonic was originally going to mention that the reason her charms didn't work on him was because Rouge had pretty much done the same to just about every male character in the Sonic universe, so they're all pretty much immune to it.

Rainbow's mention of the park where the ponies have their pony pet playdate is a reference to the fact that, originally, I was going to have them meet up there.

In addition to the abandoned research lab, as I'm sure you guessed while reading this, this chapter contains many allusions to ARK-related stages. Here are all the illusions: "Final Rush" (the path Sonic ran along before), "Lost Impact" (and "The Doom", technically), "Space Gadget" (gravity changing devices), "The ARK" (Sonic flying on Princess Luna), and "Cosmic Fall" (falling platforms and the infamous computer room).

Sonic's talk with Luna was kind of tricky to write. I mean, the only time in "Luna Eclipsed" where we see her use some of her more powerful magic is when she's frustrated. Something tells me that she doesn't like to use it often and only really uses it when her emotions get out of hand, so that's where THAT comes from. Also, Sonic's talk was originally going to either be about Shadow (I figured we've brought up Shadow's past enough for now, so I rejected it) or Wreck-It Ralph (mostly a reference to how Ralph is going to be appearing in "Sonic & All-Stars Racing Transformed", since I'm taking the rumors that Sonic is going to have a major role in the film with a pinch of salt), but I finally decided to make him reference his early days as a hero. This is more of a reference to how Sonic and friends were treated in "Sonic X", both the anime and comic series (they were held at gunpoint by the law, the President initially wanted them captured, and the S.O.N.I.C.X.). When you think about it, it actually makes sense that people might have reacted that way when Sonic initially showed up and started helping humans out.

Sonic and Rainbow Dash's final attack is based on what Sonic and Knuckles did in the "Sonic X" episode, "Trick Sand".

I used the name that the Archie comics give the realm where the special stages are located. Tails' talk about the Chaos Emeralds either looking bigger or having a different appearance is a reference to some of their inconsistent appearances in the games (like "Sonic 4: Episode 2" or the Genesis version of "Sonic 3D Blast").

The radios that Tails made are based off of the radios that Toad and Team Heroes had in the 3DS version of "Mario & Sonic at the London 2012 Olympic Games".

Music:

Tails' Workshop - www. youtube. com watch?v=JgbC35FEnJw

Inside the Library - www. youtube. com watch?v=PWanMMOPiZo

Tails' News - www. youtube. com watch?v=nsbwFoM4XTY

Space Colony ARK - www. youtube. com watch?v=24D8kl5Td28

The Biolizard Appears - www. youtube. com watch?v=zQWvmyZhIA8

Failed Attack - www. youtube. com watch?v=h1H7qSCB4-8

Regroup - www. youtube. com watch?v=0qQJt8yS7c0

Sonic and Luna's Heart-to-Heart - www. youtube. com watch?v=q4hTsVU2Qhk (or if you prefer: www. youtube. com watch?v=bS_-oPMCUIQ)

Sonic, Rainbow, Luna, and Celestia vs. the FinalHazard - www. youtube. com watch?v=JeZAZr0qY28

Meeting Up at Sweet Apple Acres - www. youtube. com watch?v=1LCViSPvMsU

Still More to Come - www. youtube. com watch?v=uGobJ153r78


	12. Flame Core and Silver

A light gold earth pony wearing a brown hat and a brown vest with a red apple for a cutie mark and a female buffalo with a purple and white headband with a pair of feathers on it slowly walked across a ravaged, blackened landscape, both of them looking around nervously. The desolate landscape in front of them seemed to stretch on for miles, and the sky above them was full of smoke, completely blocking out the sky. Both of them were utterly baffled and more than a little scared of their surroundings.

The buffalo soon broke the silence, asking, "Braeburn, do you have any idea how we got here?"

The earth pony replied, "Ah wish Ah knew, Little Strongheart. This place, wherever it is, gives me the creeps. It ain't nothin' like good ol'…" Despite his nervousness, Braeburn couldn't help but stop and rear up on his hind legs, saying, "APPLELOOSA!"

Little Strongheart stopped as well and said, "It certainly isn't. And judging by the land around here, we aren't even near the desert anymore." Looking around, she asked, "What is this place?"

Braeburn replied, "It's a mess is what it is. How could any part o' Equestria end up like this?" He looked up at the sky and said, "Even the sky is a mess. Where did all that smoke come from?"

He looked at Little Strongheart when she suddenly spoke, "Braeburn, look! Something's coming this way!" The earth pony followed her gaze and saw something running straight towards them.

The thing in question was a silver hedgehog with a white tuft of fur on its chest and yellow eyes. It was wearing boots that were aqua, navy, white, and gold in color, white gloves that had gold cuffs and circular aqua symbols, and it had two long quills that stuck out of the back of its head and a collection of quills on its forehead that formed a leaf shape. Perhaps what startled the buffalo and earth pony most was that it was about their size and it was standing on two legs. Even though it was running on two legs, it was still running faster than they would have guessed it was able to run.

The hedgehog in question looked up and noticed Braeburn and Little Strongheart as it got closer to them, planting its feet and hands against the ground and sliding to a stop in front of them. Both parties looked at each other in silence for a moment, but the hedgehog soon broke the silence, "What are a pony and a buffalo doing here?"

Braeburn replied, "Ah reckon we could ask the same o' you, critter."

The hedgehog replied, "I'm a hedgehog. And you both should get out of here. I don't know how you got here, but you shouldn't stay here." He walked past the two of them, about to start running again.

Before he could, however, Little Strongheart said, "Wait!"

The hedgehog turned around and looked at her, "What?"

Little Strongheart asked, "What's your name?"

Braeburn nodded, "That would be mighty helpful to know, partner."

The hedgehog looked at them for a moment before looking to the side and replying, "…Silver."

Little Strongheart smiled, "That's a nice name! My name is Little Strongheart!"

Braeburn tipped his hat, "And Ah'm Braeburn! A pleasure ta meet ya, Silver!"

Silver looked back at them and replied, "Yeah… nice to meet you too."

Braeburn asked, "So what were you runnin' from, Silver?"

Silver's eyes widened, "Oh, that's right! I was…"

He was cut off when a voice behind Braeburn and Little Strongheart boomed, "WE'VE GOT YOU NOW!" The two whirled around to see three dragons, one red, one brown and heavyset, and one purple with his eyes hidden behind his hair, flapping their wings and hovering in place above them, all looking very angry.

"Aw, hayseeds. Now that's somethin' worth running away from," Braeburn muttered.

As the dragons descended, the brown dragon looked at the red dragon and asked, "What should we do about the pony and… the other one?"

The red dragon, Garble, answered, "Forget about them. We're only after that white guy."

Little Strongheart spoke up, "Excuse me, I'm a buffalo! And what's this all about?"

Landing on the ground, Garble replied, "Well, honey, we asked whitey over there if he would part with that gem he found, and he got all defensive about it!"

Silver yelled, "That's a lie! I barely picked it up before you tried to snatch it out of my hands! And I've already told you that this isn't an ordinary gemstone! It's not something you can eat just because you're hungry!"

Garble mimicked a mouth with his claws before saying, "Whatever, pal. All gems are the same. Now hand it over!"

Braeburn spoke up, "Now listen, fella. Ah usually don't like to get involved in this kind o' thing, but if Silver said 'no' the first time, yer attitude sure ain't gonna change his mind."

The teenage dragons laughed at him for a few moments, causing Silver's brow to furrow in anger. After the laughter died down, Garble asked, "What's it to you, pony? Are you his friend or something?"

Before Braeburn could respond, Silver spoke, "That's right. Braeburn and Little Strongheart here are my new friends, and that means I'm not going to stand by and let you do anything to them."

While the earth pony and buffalo looked surprised by what Silver said, Garble challenged, "Oh yeah? What are you going to do if we DO decide to do something to them?"

A green aura surrounded Silver's hands, a similar-colored aura surrounding Braeburn and Little Strongheart. "Why, I'm going to protect them, of course!" he answered, the green aura surrounding him as well. A second later, he, Braeburn, and Little Strongheart floated off the ground and Silver turned around, shooting through the air in a straight line with Braeburn and Little Strongheart being carried along behind him. Angrily, the teenage dragons flapped their wings and flew off after them.

As he flew through the air, Silver glanced back when he heard Braeburn's voice, "Hey, uh, Silver? Ah don't mean ta distract ya or nothin', but they're gainin' on us!" Silver looked over his shoulder to see that the dragons were indeed catching up.

Facing forward again, Silver noticed some rocky outcroppings in the distance. Nodding, he flew towards them, still carrying Braeburn and Little Strongheart. The dragons continued after them, closing the gap. Before they could reach Braeburn or Little Strongheart, however, Silver suddenly whirled around and swung his right arm, emitting a bright flash from his right hand that blinded the dragons! They were forced to stop and cover their eyes, but when they looked again, Silver, Little Strongheart, and Braeburn were gone!

"Hey, where'd they go?!" the purple dragon asked.

Garble eyed the outcroppings and said, "They must be hiding behind the rocks! Find them!"

While the dragons started searching the area around them, they had no idea that Silver had teleported himself, Braeburn, and Little Strongheart during the flash, the three of them nowhere near where they had just been. They reappeared near the entrance to a cave with rocky walls on both sides, near the point where the walls sank back into the ground. Braeburn exclaimed, "Hoo-wee! What was that?"

Silver replied, "I teleported us away from those dragons. It should be a while before they figure out we're long gone."

Little Strongheart said, "That's amazing! I didn't know you knew how to use magic, Silver!"

The silver hedgehog looked at her oddly, "Magic? That wasn't magic. That was one of my psychokinetic powers."

Braeburn raised an eyebrow, "Yer what now?"

Silver explained, "Psychokinesis. I'm able to manipulate the environment around me with my mind alone."

Braeburn said, "That sounds an awful lot like unicorn magic, partner. Unicorns do that kind of thing too."

Silver replied, "It's not magic! At least I don't think it is. I mean, I've never been able to make stuff appear randomly out of nowhere."

Little Strongheart spoke, "Well, that's all right, then. So why were those dragons chasing you again?"

Silver reached his right hand back into his quills while saying, "Because of this." He brought it back out, a brilliant white gemstone resting in his palm.

Both Braeburn and Little Strongheart were impressed by the sight of it. Braeburn whistled, "What a beaut!"

Little Strongheart nodded, "I can see why those dragons wanted it."

Silver said, "But they wanted to eat it! This gem contains a great power inside of it! Who knows what eating something like that would do!"

Braeburn looked up at Silver and replied, "Well, Ah don't really see how it could have a great power within it, but Ah guess Ah know what ya mean. Those dragons didn't seem like the friendly type anyway."

Little Strongheart said, "I can see why they'd like to be in a place like this, but I'm not really sure why Braeburn and I are here."

Silver slid the gem back into his quills, "Me neither. All I can remember is seeing a white light and then finding myself in this… wasteland. This is really strange." Braeburn and Little Strongheart nodded, all of them looking around.

Little Strongheart soon looked back at Silver and asked, "Silver, did you mean what you said back there? About us being your new friends?"

Braeburn nodded, "Ah was wonderin' about that mahself."

Silver scratched the side of his head for a moment before replying, "I suppose that was a spur of the moment kind of thing. But… I think I really did mean it."

Little Strongheart smiled, "That was really nice of you, saying that and living up to your word." Braeburn nodded in agreement and they all smiled at each other.

Suddenly, Silver's ears perked up and he turned around, looking into the mouth of the cave. "What's the matter, Silver?" Braeburn asked.

Silver replied, "I thought I heard something. I'll be right back." He started walking towards the cave, stepping through the opening and into the darkness.

Braeburn and Little Strongheart watched with a touch of worry as he disappeared into the cave. As they watched, they could swear they heard a voice coming from the cave, whispering, "Chicken, flower, egg, seed…"

* * *

><p>"Ya ain't just jokin' now, are ya, Rainbow? Y'all went up to that there ARK?" Applejack asked. Following a quick stop at Sugarcube Corner to drop off Gummy, the group, along with the princesses, set out for the next portal, which Tails' radar indicated was located within the Everfree Forest, the forest itself having recently reappeared. They were all currently following the main path in the now-completely white forest, Tails keeping an eye on his radar as they walked.<p>

"I'm totally serious, Applejack. And we weren't just on the inside, oh no. We actually went outside of the ARK, out into SPACE, to deal with that big ugly lizard," Rainbow replied proudly.

"How did you do that? I mean, with the vacuum of space and all," Twilight said.

Rainbow shrugged, "Sonic said there was an artificial atmosphere around the ARK. Sure seemed like the case; there was oxygen and I could breathe it just fine."

Spike asked, "What was it like? The ARK, I mean."

Rainbow replied, "It was pretty awesome. I mean, we didn't see every area inside the colony, and the walls and the floor were all pretty much gray, but everything else was cool. There were walls with these big screens like the ones on Tails' radar, a research lab, machines that were floating in the air, and all those walkways underneath the ARK… I bet if you looked up from those platforms, the lights on the ARK would look pretty amazing."

Twilight groaned, "Aw… I don't regret helping Tails one bit, but I wish I could've seen the ARK! Just hearing about it is incredible!"

Rainbow smirked, "I knew you'd say something like that, Twilight."

Tails glanced up and said, "Well, if we somehow get a little ahead, maybe we could go back to that hill and check it out. According to my radar, that portal is still open. Whether or not the door at the end of the hall is open is another..."

Twilight suddenly noticed a patch of flowers in front of Sonic and quickly got up alongside him, pressing her head against his chest and saying, "Wait!"

Sonic, at this sudden action, slowed down along with the others, coming to a stop about a foot away from the flower patch. Looking over at Twilight as she straightened up, he asked, "What's wrong, Twilight?"

The lavender unicorn explained, "Since nothing in the Everfree Forest has color right now, we should probably avoid every patch of flowers we see. It wouldn't be good if we happened to walk through a patch of poison joke, now would it?"

Applejack nodded, "Good point, Twi'."

Sonic raised an eyebrow, "Poison joke? What's that?"

Rainbow asked, "You've never heard of poison joke, Sonic?"

Sonic shook his head, "Can't say I have."

Tails spoke up, "I'm familiar with poison ivy, poison oak, poison sumac, but poison joke? That's a new one on me."

Spike laughed, "Man, you guys are missing out, then! They all looked so funny after they stepped in those flowers! Oh man, I was laughing so hard that day!"

Noticing the annoyed looks on Twilight and her friends' faces, Tails asked, "Uh, why is touching a flower that's referred to as being poisonous funny, Spike?"

Celestia spoke, "Oh, the poison joke isn't actually poisonous, Tails. I am familiar with that particular flower myself, as is Luna. It actually plays practical jokes on whoever touches it, which manifest as physical afflictions. These afflictions are not meant to actually be harmful, but they're not very pleasant either."

Sonic placed his hands on his hips and spoke, "Flowers that play jokes, huh? Well, at least they don't do something like make you all itchy and puff up like a balloon."

Twilight said, "Actually, they probably could do one or the other if that was the joke."

Rarity huffed, "I don't think their jokes are very funny. My hair was a tangled, overgrown mess that day thanks to those flowers!"

Pinkie Pie piped up, "And they made my tongue all swelly! It was dripping with drool and I was all AWWW! It was so horrible! I couldn't talk, I couldn't tell jokes, and I couldn't sing! That was the worst part! I'm so glad Fluttershy was there to help me with my Zecora song. Wait, did I ever apologize to her for coming up with that song? Ooh, I know! I'll throw her a party the next time I see her! That way if I didn't, she'll know I'm sorry! I can even…"

Sonic interrupted her, "Pinkie!"

Pinkie Pie stopped her rant and looked at him, "Yes, Sonic?" She smiled sweetly at him.

The blue hedgehog crossed his arms and said, "I may be wrong, but I THINK we get the idea."

Pinkie smiled, "Okie-dokie-lokie!"

Tails asked, "Pinkie, did you even take a breath while you were talking?"

The pink pony looked at him and giggled, "Nope, I don't think so. Why?"

Tails stared at her with a dumbfounded expression on his face for a second before saying, "…Just checking."

Sonic said, "Yeah… What do you say we get going?" Everybody nodded in agreement and they continued deeper into the Everfree Forest, now being careful not to walk near any flower patches along the way.

After a short while of walking, Tails said, "Okay, the next portal should be in that clearing up ahead. Inside a building, if I'm not mistaken."

Fluttershy quietly spoke up, "Um, I think that building is Zecora's hut, Tails. The Ancient Castle of the Royal Pony Sisters is much deeper in the Everfree Forest." She looked over at Twilight and asked, "I-Isn't it, Twilight?" The lavender unicorn nodded quietly in response.

Luna spoke up, "I wondered where Lady Zecora lived after I met her at Nightmare Night. So she lives here in the Everfree Forest?"

Applejack nodded, "That's right, princess. Ah still think this is an odd place to live, but considerin' what she does, it kinda suits her."

Sonic pointed forward a minute later, asking, "Hey is that it?" Everybody looked where he was pointing. In the clearing up ahead was the tree Zecora made her home in, the tree itself, the masks that were laid out, and the bottles hanging from the branches all completely white.

Rainbow nodded, "Yep, that's it, all right!"

Tails closed his radar, slipping it back into his tail as he said, "And that's where the signal is strongest. We just have to find the portal now."

The group walked up to the front door and Twilight used her magic to push it open. They went in one at a time, the princesses entering last once they were sure everyone was spaced out properly before squeezing their larger forms inside. "My, Zecora certainly has brought much of her homeland along with her," Celestia noted as she looked around after a moment.

Sonic nodded, "Yeah, look at this stuff. Reminds me of Mazuri."

Before the ponies could ask what he meant, Tails called, "Hey! Over here!" Everyone turned to see him, Fluttershy, and Twilight standing around Zecora's cauldron, which, interestingly, was still colored. They walked over and Sonic and Celestia looked inside. There, right on the bottom of the cauldron was the portal they were looking for. On its surface, they could see what appeared to be an erupting volcano.

Sonic and Tails shared a look before Sonic bent his knees, preparing to jump inside the cauldron. Pinkie, however, suddenly rushed up in front of him and put a hoof on his chest, exclaiming, "Wait, Sonic! You don't want to become a big tasty stew, do you?"

Sonic looked at her funny, "What are you talking about, Pinkie? There's nothing in that pot except the portal. There isn't even a fire underneath it."

Twilight spoke, "It's just that song she mentioned. Don't worry about it."

Sonic shrugged and jumped into the cauldron, saying, "Do-do-do!" before he disappeared through the portal.

Tails went in after him, followed by Twilight (with Spike on her back), Rainbow Dash, Applejack, Rarity, and Fluttershy (with some words of encouragement from the princesses). Pinkie stood up on her hind legs and grinned, "It's stew time! Cannonball!" She then jumped into the cauldron, flank first.

Luna looked at Celestia and said, "After you, sister." Celestia looked at the cauldron at that. It looked as though Luna could fit with little difficulty, but… "What's the matter? Aren't you going?" Luna asked, shaking her sister out of her thoughts.

Celestia shook her head and said, "I-I'm going, Luna. I just needed a moment." She spread her wings and flew up above the cauldron. She then lowered herself down, slipping her hind legs in first and then squeezing the rest of her body in, clearly trying not to act in an embarrassing way in front of her sister. After she went in completely, Luna shook her head at her sister's actions and walked over to the cauldron, placing her forehooves on top of it and catapulting herself into it.

A second later, Luna's forehooves touched solid ground and she brought her hind legs down, pulling off an acceptable landing. Looking up, she immediately noticed the different surroundings. Except for two openings, the area was completely encircled by rocky walls. The ground beneath her was barren and cracked, and there were dead trees and bushes near the rocky walls, all of them leafless and gray, looking as though Discord had done something to them. Above them, thick clouds obscured any possible view of the sky, making it impossible to determine whether it was day or night.

Looking over her companions, the Lunar Princess saw that they were all looking around in confusion and worry. As Luna trotted over to her sister, Twilight spoke up, "Well, this is… this is a bit different."

Rainbow glanced over at her and asked, "Yeah, you think? What's up with this place?"

Spike walked over to Sonic and poked him in the leg, asking, "Hey Sonic, where are we?"

Sonic didn't reply right away, making the others think he either didn't hear the baby dragon or was ignoring him. Spike was about to poke him again when the hedgehog said, "I don't know."

Applejack nearly fell over at that. Getting her composure back, she asked, "Ya don't know? How can ya not know, Sugar-hog? Ain't this one of the places you've been ta before?"

Sonic raised an eyebrow, "I'm not sure…"

Rainbow asked, "So have you been here before or not?"

Sonic looked at her and replied, "That's the weird thing. I DON'T remember coming to a place like this, yet it FEELS like I've been here before."

Tails looked over at him and said, "So it's not just me."

Celestia tilted her head to the side as she asked, "So you both feel as though this is familiar, yet you're not sure why that is?"

Tails nodded, "Yeah, pretty much."

Sonic raised an eyebrow as he added, "I also feel some serious backlash for some reason."

Applejack looked at Twilight and asked, "Hey Twi'?" When the lavender unicorn looked at her, she went on, "Ain't there somethin' you can do ta help them remember? Like that spell ya used on us when Discord was loose?"

Rarity nodded, "That's right, the memory spell. You should be able to help them remember, Twilight!"

Twilight shrugged, "Uh, I guess it could work if it seems familiar to them." She turned and walked over to Sonic, standing a short distance in front of him.

Before she could direct her magic into her horn, however, Sonic said, "Whoa, hey, hold on. Why don't we just look around instead? Maybe it'll come to us. You should save your spell as a last resort, Twilight."

Tails nodded, "Yeah, Sonic's right. It'd be kind of a waste of your magic if a familiar landmark or something is all we need to remember this place."

Twilight replied, "Oh… yeah, that makes sense. Sure, let's do that then." Although a few members of the group were surprised by how easily Twilight was persuaded, they shrugged it off and walked towards the nearby opening in the rock, heading for whatever lay beyond it and unaware that they were being watched…

As they followed the path in front of them, everybody noticed that their surroundings didn't change much. Same desolate landscape, same dark skies, same sense that it felt like the world was dying… It was like something out of a bad dream, or… "This place is really scary," Fluttershy murmured, looking around fearfully.

"Do not fear, dear Fluttershy. This is indeed a very unnerving location, but we are all together," Luna said.

"Yeah, Lunie's right, Fluttershy! We'll be fine as long as we stick super close together!" Pinkie cheered.

"Well, we all know that, Pinkie. That doesn't change the fact that this place is undeniably creepy, though," Rainbow said. She looked over at Sonic and Tails and asked, "Sonic, Tails, you guys remember anything yet?"

Sonic replied, "Nope, nothing yet. Then again, we haven't seen a whole lot yet." He glanced over at Tails, noticing that the fox and Twilight were looking at the radar and Twilight's horn was surrounded by her magenta aura as they walked. He asked, "What are you guys doing?"

Twilight, while still looking at the radar, answered, "We're trying to determine where we are."

Rarity asked, "Is there a way to do that?"

Tails spoke, "Well, it's just a theory, but if we take the data in the radar, cross-reference it with Twilight's locator spell, and then compare that to the map of our world, we might be able to get a close guess as to where we are since I'm pretty sure we're in our world. We could be somewhere in Equestria, but the fact that it seems familiar to Sonic and me makes that seem unlikely."

Celestia said, "Ah yes, the spell for sensing a planet's ley lines. A simple but effective spell indeed."

Luna nodded, "A good opportunity to test Star Swirl the Bearded's theory of Extra-Equestrial ley lines."

Sonic asked, "Star Swirl the Bearded? Who's that?"

Tails spoke, "Twilight told me about him earlier, Sonic. She said, um… he's the most important conjurer of Equestria's pre-classical era and that he's the father of the amniomorphic spell."

Sonic replied, "Ah, okay. So he's a really important pony in Equestrian history, especially when it comes to magic."

Twilight glanced to the side and murmured, "Thank you. Even if he doesn't know anything about Star Swirl the Bearded, he at least knows to respect him."

Suddenly, Applejack said, "Hey y'all, look at that!" Everybody looked at her and followed her gaze forward. In the distance, they could see a volcano erupting, lava trails running down the front of it and lava shooting out of the top of it.

Everyone ran to get a closer look, stopping when they reached the edge of a cliff. "Wow! Talk about a mountain view!" Sonic commented.

"Check out all that lava! Where's it coming from?" Spike wondered.

"The crust here must be really unstable…" Twilight murmured.

While the lavender unicorn turned back to Tails, Applejack looked over at Sonic and asked, "Is that ringin' any bells, Sugar-hog?"

Sonic put a hand under his chin as he answered, "This view definitely looks familiar. But I'm still not sure where we are."

Rainbow groaned and looked over at Twilight and Tails, saying, "Twilight, get your memory spell over here and put an end to this game! …Twilight?"

The lavender unicorn looked up at that, asking, "Huh? Oh, sorry Rainbow Dash, did you say something? Tails and I just finished comparing notes."

Sonic asked, "And what do your notes say?"

Tails spoke, "Well, as we already guessed, we're not anywhere in Equestria. The ley lines are there, but they don't match up with the ones in Equestria. They do match up with ours, but that's where things get strange."

Celestia tilted her head, "How so, Tails?"

The fox replied, "If I remember correctly, the city of Soleanna is within Sonic travel distance. But even as far out as we are, the area is not supposed to look like this. I wasn't even aware there was a volcano out here." After slipping his radar back into his left tail, he held a hand to his chin and wondered, "Could we somehow be in the future?"

Rarity asked, "The future? Why do you think that, darling?"

Tails looked at her and said, "Well, I don't think that… yet. But given the way things look around here, it could be a possibility, right?"

Applejack nodded, "Ya might be right, Tails. This could be like that time that doctor fella went up to that Little Planet y'all were talkin' about, right Sonic?"

Sonic replied, "It could be. Except this time, the volcano is active."

Luna asked, "What is this 'Little Planet' you refer to, Applejack?"

Before anyone could respond, a fireball suddenly struck the side of the cliff they were on, startling everybody. "Whoa! Did that come from the volcano?!" Rainbow exclaimed.

Pinkie Pie pointed, "Look! It's a fireworks show!"

Everybody looked to see that the volcano was shooting out more fireballs, some of them coming close to the cliff they were standing on. "I think these 'fireworks' are landing a little closer than I'm comfortable with, Pinkie," Tails said.

"Can we please discuss this somewhere else?" Twilight asked. Nobody wanted to argue that and they all took off running across the cliff, Twilight dragging Pinkie along with her magic and Sonic, Tails, and Spike covering their heads as they ran.

After a few minutes of running, the group managed to find a spot to hide under to get away from the falling fireballs. As they followed the path that went under the overhang, the ponies filled the princesses in on a few of the things the group had talked about, passing a few lava falls pouring into a pool of magma as they walked. They didn't have time to mention everything to the princesses, though, mostly due to Pinkie Pie piping up with various questions whenever somepony said something new.

Shortly afterwards, they came across a plateau that seemed to be a dead end. The ground was relatively flat, save for a couple of spots where it stuck up for some reason. As she and the others looked around, Twilight walked near one of these spots as she asked, "Where do we go now?" She came to a stop next to it and looked around. Suddenly, something burst out of the spot, right beside her!

Sonic and the others looked at her when she yelped, seeing flames shooting up out of the spot on the ground and Twilight on the ground on her left side with a layer of black ashes on her. Rainbow flew over after the flames died down and asked, "Are you okay, Twilight?"

The lavender unicorn climbed to her hooves and said, "Yeah, I think so, Rainbow" Looking at the spot on the ground next to her while using her magic to shake off the ashes, she commented, "Wow, the ground here is even more unstable than I thought."

Luna nodded, "Indeed. I believe it would be best if we, as they say, watch our step around here."

Before anyone could say anything, lizard-like lava monsters suddenly leapt out of the ground, followed by large worms that appeared to be the same bursting out of the ground and fiery birds flying down from above. "Whoa!" Tails exclaimed at the sight of them.

"What are they? What do they want?" Luna wondered.

"I don't think they're here to say 'hi'," Sonic commented.

Fluttershy leapt back when one of the lizard-like creatures breathed fire from its mouth and (quietly) cried, "Oh dear! They can breathe fire! Just like dragons!"

Rainbow said, "Well, that's not a nice welcome!"

Applejack asked, "Can we even attack these things?"

Tails pointed at one of the worms and said, "They look like they're a mix of lava and rock! They might be hot, but it should be okay to touch them!"

Rainbow thumped her forehooves together, "Good! Then let's do this!" With that, she spread her wings and flew towards the nearest monster, which happened to be a lizard, and flew headfirst into it, sending it flying into a wall, where it burst into flames. The cyan mare then found herself having to quickly jump to the side to avoid a lava ball spewed by one of the worms. Sonic and Tails quickly leapt to her aid, both of them attacking hard and causing the worm to burst into flames. The monsters started growling at these actions, prompting the others to move from where they were standing. They all then started fighting as well… except for Fluttershy, who was looking around nervously and awkwardly as the fight began to unfold.

Spike managed to grab onto one of the flying creatures, both claws wrapped around the end of its tail as it flew. It tried to make him let go by dropping fireballs on him, but Spike, due to how dragons were, was able to catch the fireballs and used them to provide aerial support, managing to distract a lizard so Applejack could buck it, shoot down another flying creature, and catch a worm's attention before it could attack Fluttershy, giving Rainbow Dash enough time to stop it herself.

The creature he was holding onto then wised up and tried to shake him off, not paying attention to where it was going. Spike managed to hold on and, when he saw the creature approaching a wall, let go, landing on his feet while the creature crashed and burst into flames. Spike grinned, "Heh, what a birdbrain!" Suddenly, two more lizards burst out of the ground in front of him, startling him. The closer one tried to swipe at him with its claws, but Spike leapt back just out of the way. The other one then opened its mouth and breathed fire at him. Spike wasn't prepared for the fire and ended up getting burnt, a flame remaining on his clawed feet after the stream died down. Spike grabbed his left foot in his claws and started hopping on his right foot, crying, "MY TOES, MY TOES!"

Almost immediately after he said that, a magenta-colored beam shot over the hopping dragon's head, missing his scales and sending one of the creatures flying. Rarity then dashed past Spike and reared back on her hind legs, punching the other lizard across its face and dazing it. She then quickly followed this up by kicking it right in the face, knocking it up off the ground. It then burst into flames as it hit the ground on its back.

Rarity then turned and ran over to Spike, Twilight already at his side and looking him over carefully. The baby dragon didn't even seem to notice the lavender unicorn, though; watching Rarity fight for him seemed to put him under a trance, as his eyes now sported hearts on their sclera instead of his normal green eyes. "Spike, darling, are you okay?" the white unicorn asked worriedly.

"Of course I am, Rarity. Anything for you," Spike muttered in a daze.

Rarity raised an eyebrow at Spike's answer while Twilight rolled her eyes. Twilight then looked at Rarity and said, "He's okay, Rarity. The fire's out, his scales seem to have protected him from any burns, and that thing didn't slash him. I think he'll be fine." Rarity looked more reassured at what Twilight said. The two of them looked over the rest of the field and realized that everyone else had just about finished up with the rest of the monsters.

After the last monster burst into flames, almost immediately, a large golem appeared near part of the rocky wall that looked different from the rest of it. It thumped its fists together and then summoned a large lava ball in its left hand. Before it could throw it, both Celestia and Luna charged up their magic and fired magic beams at its head, where it had exposed what appeared to be its core. Their combined attacks not only stunned the beast, but also pushed it backwards, the creature falling back against the wall before bursting into flames.

A second after the creature burst into flames, the part of the wall that it hit suddenly slid down like a hidden door, revealing a passageway behind it. Applejack looked over at Twilight and said, "Hey Twi', seems pretty quiet right now. Maybe ya better use that memory spell o' yers on Sonic before anythin' else happens."

Suddenly, a familiar voice asked, "Applejack?" The orange earth pony turned to see Braeburn and Little Strongheart standing in the passageway, just past where the wall slid down.

"Braeburn?! Little Strongheart?!" Applejack asked before running over to them along with Rainbow Dash, the others following them over.

Braeburn smiled, "Ah wondered if y'all had somethin' ta do with the noises we were hearin'." He then noticed Princess Celestia and Princess Luna, saying, "Oh!" He quickly dropped into a bow and said, "Yer highnesses."

Celestia smiled, "That's quite all right. So you're Braeburn, Applejack's cousin."

Braeburn stood up straight, "That's right!"

Celestia looked over at Little Strongheart and asked, "And you're Little Strongheart, are you? It's a pleasure to meet you."

The buffalo nodded, "Likewise, princess."

Rainbow asked, "What are you guys doing here?"

Little Strongheart sighed, "That's what we'd like to know."

Braeburn nodded, "All Ah can remember is some white light shootin' across the desert. It was headin' straight towards…" He reared back and finished, "APPLELOOSA!" He then set himself down and said, "The next thing Ah knew, Ah was standin' in the middle of some wasteland in this creepy place."

Little Strongheart nodded, "I saw the light too, while I was with my herd out in the desert. I hope my father and the rest of the herd are okay…" She then noticed Sonic, Tails, and Twilight standing near the back of the group, Twilight touching her glowing horn to Sonic's forehead as the hedgehog knelt on his knee. "Excuse me for asking, but what is Twilight doing?" Little Strongheart asked.

Rarity replied, "Oh, she's just using a spell that will hopefully tell us where we are, since our new friends Sonic and Tails seem to remember this place, yet they are not sure why."

Little Strongheart said, "I see."

Braeburn perked up, "Hey, that fella is a hedgehog too!"

Applejack raised an eyebrow, "Yeah? There somethin' strange about that, Braeburn?"

The light gold earth pony replied, "Naw, o' course not, Applejack. We just happened to meet a hedgehog fella earlier, that's all."

Rainbow asked, "You did?"

Little Strongheart nodded, "Yes, and he seemed like a really nice guy too."

Fluttershy asked, "Um, where is he?"

Braeburn replied, "Left a short while ago, sayin' he found what he was lookin' for. Ah'm sure we'll catch up with him, though. His name is…"

He was cut off before he could finish when Twilight screamed, "GAAAHHHH!" Everypony whirled around to see the lavender unicorn flying through the air, her horn letting off some kind of purple energy. Twilight landed on her back and skidded to a stop next to the nearby cliff, not moving.

"Twilight!" Sonic exclaimed, rising to his feet and dashing towards her, Tails following even as his radar, the Warp Ring, and the green Chaos Emerald fell out and landed on the ground behind him. They came to a stop at her sides, kneeling down next to her as the unicorn began to move.

"What happened?!" Spike yelled as everybody began to move in their direction.

"I don't know!" Sonic called back before turning his attention back to Twilight. "_What did she see?_" he wondered. Twilight soon opened her eyes, causing Sonic to ask, "Are you all right?"

Twilight groaned, but started, "Yeah, I…"

Before she could finish, two crescent-shaped waves of energy suddenly shot past Sonic and Tails' backsides, stopping the advance of the others and causing the trio to look in their direction. "What was that?!" Tails asked.

Sonic turned his head to look in the direction of the cliff. Noticing something shining just above his field of vision, he looked up only to be greeted by a familiar sight. "Silver?!" he exclaimed, Tails and Twilight turning their heads at that.

The silver hedgehog hovered a short distance above and away from the cliff, surrounded by a green aura from his psychic powers. Something seemed to be off about him, but Sonic didn't get a chance to think about it before Silver said, "Iblis Trigger! Welcome… to die!" After saying that, his green aura surrounded the part of the cliff that Sonic, Tails, and Twilight were on, the rock suddenly breaking into pieces and falling, taking them with it!

While the others started moving again, Tails immediately began spinning his namesakes and grabbed Twilight's hooves, lifting them both off the falling piece of the cliff but following it down. "Sonic, hurry!" he called. The blue hedgehog leapt from the piece he was on to the one above him, moving up and jumping from the last piece and holding out his hand as Twilight held out her left hoof for him to grab and Tails wrapped both hands around her right hoof.

Before he was close enough, however, Silver suddenly slammed into Sonic from the side, pressing a hand against his face and pushing him down as he flew downwards. Tails and Twilight could only watch as Silver restrained Sonic, both of them going through a portal further down below.

Seeing the portal beginning to close up, Tails tightened his grip on Twilight's right hoof and swung her back, saying, "Quick, Twilight! I'll be right behind you!" He then swung her forward, letting go of her hoof. Twilight yelped as she began falling, flailing her forelegs in the air as she tried to aim herself towards the portal. Tails' aim had been true, though, and she managed to slip through the portal, hind legs first. As Tails thought, that slowed the portal's closing and he flew down after Twilight, flying as fast as he could go. The others made it to the edge of the cliff in time to see Tails' shoes disappear through the closing portal.

* * *

><p>"Oof!" Twilight grunted as her backside suddenly came into contact with the ground. She certainly hadn't been preparing for that to happen. One moment she was falling into a portal, and the next gravity was pulling her down in an entirely different way. It was like gravity itself had flipped ninety degrees on her when she exited the portal. Raising herself into a sitting position, she rubbed her head and muttered, "Can't say that's ever happened before…"<p>

She heard something spinning behind her and turned to see Tails hovering in place, the portal closing up behind him. Even though he'd been in the air, it looked like the fox needed to adjust to the sudden change in orientation as well. He then noticed Twilight and asked, "Uh, are you okay, Twilight?"

The lavender unicorn stood up and gave him a slightly hard look as she replied, "Yes, I'm fine. Next time, though, could you give me a little warning BEFORE you do something like that?"

Tails giggled nervously as he scratched the side of his head, saying, "Well, it didn't look like there was much time before that portal closed up, so… You know I would've made sure to catch you if I missed, right?"

Twilight's expression softened as she replied, "Yeah, I do…"

Tails continued to scratch his head nervously, but his eyes soon fell on the white buildings nearby. Landing on the ground, he asked, "Where are we?"

Twilight looked around as well, taking note of how the buildings looked. After a moment, she said, "This looks like… I think we're in Appleloosa. Braeburn mentioned it."

Tails nodded, "Oh. Cool." He looked around for a moment, wondering where Sonic and Silver were before a noise coming from nearby caught his attention. It sounded like some kind of crash. Twilight's expression indicated she had heard it too, and it sounded like it came from the open area in Appleloosa, near the town's clock. Tails looked over at Twilight and said, "We'd better see what's going on!" Twilight nodded and they ran towards where the sound had come from.

As they neared the area, part of one of the old barricades from the buffalo dispute flew towards them, forcing them to jump out of the way. Looking forward again, they realized more stuff was flying their way. An empty apple bucket, a barrel, an easel… They managed to get to the red building that held up the town clock and hid behind it. Peering out, they noticed a horse-drawn carriage floating through the air, surrounded by a green aura. They soon saw it floating above Silver, the hedgehog holding it with his psychic powers while Sonic stood across from him, waiting to see what he was going to do.

"That hedgehog is carrying a carriage!" Twilight exclaimed.

Tails looked at her before looking back to the scene before them and saying, "That's Silver, Twilight. He's psychokinetic… and he comes from the future."

Twilight looked at the fox in surprise, asking, "He's from the future?! Are you sure?!"

Tails nodded, "That's what he's told us, and several of our friends have heard the same thing." He looked carefully at Silver, saying, "But there's something wrong. He… doesn't look very silver at the moment."

Twilight looked back at the fight, seeing Silver throw the carriage at Sonic as the blue hedgehog dashed out of the way and asked, "Why are he and Sonic fighting?"

Tails replied, "I don't know. I know they have a slight rivalry even though they're friends, kind of like Applejack and Rainbow Dash, but… Let's stay back here for now, see if we can find out what's going on." Twilight nodded and turned to watch.

Silver growled as Sonic dodged a barrel thrown at him and suddenly teleported a short distance away from the blue hedgehog, startling him. He then moved straight towards Sonic, swinging his arm back and trying to punch him in the face. Sonic moved back, but Silver kept going, unleashing a barrage of punches and kicks. Sonic retaliated, punching and kicking to block Silver's attacks while trying to dodge. He still had no idea what prompted Silver to start this fight with him, or why his color seemed off.

Quickly realizing he was getting nowhere like this, Silver began to add a little more style to his attacks, combining hand-to-hand combat with his psychic powers. He started hovering above the ground as he dealt out punches and kicks, almost looking like he was trying to dance in the air. This made it harder for Sonic to dodge his attacks, but the blue hedgehog soon began to put his break dancing moves to good use; if it weren't for the fact they were trying to hit each other, they would have looked like they were having a dance off.

Getting tired of this exchange, Sonic soon caught one of Silver's kicks with hands and pushed down, throwing the silver hedgehog off-balance for a second before leaping over him. Landing on the ground, Sonic turned around and said, "Enough already, Silver! What are you-?!" Before he could finish, Silver suddenly flew up to him and began trying to punch him in any way, flipping over and over in the air as he threw punches and kicks at Sonic, who did his best to weave around the attacks. "_What does he think is, a ninja or something?_" Sonic wondered.

After a minute of more dodging, Sonic moved forward and butted heads with Silver, catching the hedgehog by surprise and causing him to pause in midair for a second. While he was still, Sonic hit him with a Homing Attack, doing it just hard enough to push Silver away without seriously hurting him. Silver stopped himself a second later and landed, saying, "Not bad, Iblis Trigger."

Sonic asked, "Why do you keep calling me that, Silver?! What's an 'Iblis Trigger'?!"

Silver snorted, "Of course you wouldn't know what it is. You probably don't even know what will happen because of your actions." He shifted his arms, making a wave-like motion with his left hand as a cyan knife-like wave began to form in front of him. He then swung his left arm, releasing the blade in a horizontal orientation and saying, "I will end this here!"

Sonic crouched down and leapt up, jumping over the blade. Silver saw this and leapt up after him, curling up into a ball for a Homing Attack. Sonic saw him coming and went into a Homing Attack of his own, both of them pushing against each other for a moment before they were both repelled. Sonic landed on a nearby roof while Silver used his psychokinesis to hold himself up. He then went after Sonic, who ran along the roof as Silver launched more blades of psychic energy at him, both vertically and horizontally. As he followed, Silver yelled, "You can't escape me, Iblis Trigger!"

Sonic glanced back and called, "Yeah, so what?" He then suddenly came to a stop and rolled to his right, dodging a vertical blade of psychic energy. Spinning around so he was looking in Silver's direction, he looked at Silver and said, "I wasn't trying to anyway!" He then jumped up and launched into a Homing Attack, intercepting Silver along his flight path. The silver hedgehog grunted as he lost his concentration and fell towards the ground, bouncing along the (white) dirt several times as he landed.

Sonic leapt down from the roof, landing a short distance away from Silver. He walked over to the silver hedgehog and stood over him. "Hey…" he started before Silver suddenly caught him in a field of psychic energy, stood up, and threw him back towards the building! Sonic, however, managed to flip over as he was being thrown, his feet coming into contact with the side of the building instead of his backside. The blue hedgehog then pushed off of it, leaping towards Silver and tackling him before the hedgehog could stop him. Tails and Twilight watched as the two hedgehogs fought with each other on the ground.

Sonic soon managed to get Silver in a headlock, his left arm wrapped around the hedgehog's throat while his right hand gripped the quills on top of his forehead. Silver struggled against the hold, both hands on Sonic's arm as he flailed his feet. Sonic could easily see his arms, so Silver knew trying to punch in this situation would do no good. "_But maybe…_" he thought.

Sonic spoke, "I know we usually have fun when we do this kind of thing, but this has gone too far! Seriously Silver, what's your problem, man?! What did I do to you?!"

Silver growled, "It's not what you've done, but what you're going to do! You are the Iblis Trigger; your actions will lead to the world's destruction and the ruination of my future!"

Silver's statement confused Sonic, Tails, and Twilight. Sonic was so baffled by what Silver had said that he leaned back and asked, "What?!" Silver saw his opening and took it. He brought his right arm forward and swung it behind him, his fist cleanly connecting with Sonic's face. The hit caused Sonic to loosen his grip and Silver grabbed his arm, throwing him. Sonic grunted as his back hit the ground and then, while still on the ground, spun around, trying to kick Silver's legs out from under him. Silver used his psychic powers to teleport before Sonic's legs could hit him, however.

Leaping back up onto his feet, Sonic started looking around, trying to find Silver. He soon saw something out of the corner of his eye and turned to see Silver flying towards him, carrying behind him a wagon, two barrels, and all the parts of an old barricade. As he flew towards Sonic, he threw all of these things at him, Sonic jumping, ducking, and doing everything he could to avoid getting hit. He managed to avoid the objects, but Silver suddenly wrapped him in a psychic field and slammed into him, pushing him backwards. Silver soon stopped, Sonic's momentum carrying him into the flagpole, which broke off from its base as Sonic hit it, both the pole and the blue hedgehog landing on the ground.

Sonic managed to roll over onto his front, but before he could push himself up, Silver suddenly appeared in front of him. The silver hedgehog spoke, "This is the end, Iblis Trigger." He then held up his right fist, prepared to bring it down on Sonic's head.

Suddenly, Tails screamed, "SILVER!" The silver hedgehog froze for a second before turning his head to the side, seeing Tails running from his hiding place with Twilight right behind him. Before Silver could react, Tails tackled him, both of them landing on the ground to the side while Twilight stopped by Sonic's side. While she tended to him, Tails tried to pin Silver down, saying, "Stop it already, Silver! What do you think you're doing?!"

Silver grunted before he managed to get an arm free, holding up his hand and surrounding Tails in a psychic field, lifting him off. Climbing to his feet, Silver replied, "Just stand back. You'll thank me later." While carrying the struggling Tails behind him, Silver walked towards Sonic, who was just starting to get up. Twilight saw him coming and ran around Sonic, standing between him and Silver. The silver hedgehog said, "Get out of my way!"

Twilight shook her head, "No! Not until you explain why you and Sonic are fighting!"

Silver glared at her for a minute before relenting. He pointed at Sonic and explained, "He is the Iblis Trigger! You saw it, didn't you? That ruined world full of flames and fire monsters? That's all because Iblis' flames were released into the world, and he's responsible for releasing Iblis! He caused the destruction of my world!"

Tails struggled anew at that, yelling, "That's a lie!" Silver turned and restricted the fox's movements, holding him in place. Tails said, "Espio told us, Silver! He told us why you came back to our time that second time: to prevent the Ifrit from resurrecting itself and escaping from its dimension! He said that you said it was responsible for ruining the future, not this Iblis thing!"

Silver gave him a confused look, "What? No, the Iblis, the Flames of Disaster, is responsible for destroying the world! If I don't destroy the Iblis Trigger, then what you've seen WILL happen!" He then turned to Twilight and said, "Now get out of my way!"

Twilight once again refused, "Absolutely not! If what you're saying is true, if you knew why the world was ruined in your time, then why didn't you stop this 'Iblis Trigger' either of the first two times you traveled to the past, especially if you were already there to stop one creature from ruining the world?"

Silver looked at her, unable to give her an answer. As he tried to compose a suitable response, his agitation started to rise, gritting his teeth as he realized he couldn't find a suitable answer. Suddenly, he glared at Twilight and used his free hand to wrap her in a psychic field, the unicorn giving a surprised shout as she was lifted off the ground. Silver then moved her back beside Tails, glaring at them as he said, "Both of you are getting in my way! Don't make me have to destroy you too!"

Sonic suddenly charged forward, yelling, "Don't you dare!" Silver turned around in just enough time to see the blue hedgehog coming at him in a Spin Dash before the blue hedgehog collided into him, sending him sliding through the dirt. The attack also broke his concentration, causing Tails and Twilight to drop to the ground. Sonic ran over to them and asked, "Are you guys okay?"

Twilight nodded, "I think so." She looked over at where Silver had stopped before looking back at Sonic and asking, "Why is Silver acting this way?"

Sonic replied, "That's what I'm going to find out. Something is seriously wrong with him. I'd hate to do it, but if I have to knock him out and tie him up to get the answers out of him, then so be it!"

Tails spoke up, "Sonic, look!" Both Sonic and Twilight looked at him and then looked in the direction he was looking.

Silver was hovering above the ground, having apparently recovered, and was now gathering carriages, carts, easels… anything reasonably-sized that he could grab with his psychic grip. As the mass above his head started to get bigger, Silver said, "This will end it!"

Sonic noticed that the mass above Silver was starting to look huge. If he threw it hard enough, he could probably cause some serious damage to Appleloosa! He immediately took off towards Silver, going as fast as he could to reach Silver in time. Just as Silver held his arms back, apparently ready to throw everything at him, Sonic leapt up and launched into a Homing Attack, striking Silver right in the chest.

The force of the attack knocked Silver backwards and caused him to bounce across the dirt ground for a second. He also lost his concentration, so everything that had been floating above him started falling down! Sonic started running as soon as his feet touched the ground, weaving around the falling objects. He dove forward, narrowly missing getting crushed by a falling horse-drawn carriage and rolled on the ground, coming to a stop across from Silver, who glared at him. While Twilight and Tails started hurrying towards the wall of objects that had formed, Sonic stood up and said, "Holding all that stuff up requires a lot of concentration. You couldn't have grabbed me if you wanted to."

Silver climbed to his knees and replied, "Then I need more power!" He reached his right hand into his quills and pulled out the white Chaos Emerald. Standing up, he held it above his head and let out a shout as he charged towards Sonic. Sonic stepped around him and, while they were at each other's sides, reached into his quills with his right hand, grabbing the blue Chaos Emerald. Both hedgehogs then held their right hands up, both hands coming into contact with each other.

"Chaos…"

"Chaos…"

"…Control!"

Tails and Twilight climbed on top of the side of the carriage in time to see a white light forming just above the Chaos Emeralds. The double Chaos Control was creating a time-space rift, but it was also having a nearly unnoticeable effect on Silver. As he stood there, the silver hedgehog stared blankly ahead, his mouth slightly open as he seemed to be staring at something far off in the distance. It was as though something was happening inside of him… A second later, there was a flash of light right between Sonic and Silver. Whatever it was, both of them were suddenly thrown away from each other, Sonic landing face first on the ground and Silver falling behind a cart, losing his grip on his Chaos Emerald. As they hit the ground, Tails and Twilight saw a familiar white light beginning to spread out from where they had been standing, the color beginning to come back to Appleloosa.

As Twilight and Tails jumped down from the carriage, the time-space rift finished forming, and a few seconds later, Spike, Braeburn, Little Strongheart, and everypony else appeared through it, landing on the ground. Rarity was the first to speak, looking around as she asked, "Goodness, what happened?"

Braeburn quickly recognized his surroundings and grinned, "Why, we're back in good ol'…" he reared up on his hind legs, "APPLELOOSA!"

Pinkie Pie soon noticed Tails and Twilight and said, "Ooh, lookie! Twilight and Tails are here!"

Rainbow looked over to the side and noticed Sonic had just gotten back up and was now walking over, having tucked the Chaos Emerald back inside of his quills. "And there's Sonic! I told you we'd catch up with them!" she told Applejack smugly, holding Tails' radar in one hoof. The orange earth pony just rolled her eyes and shook her head.

Everyone gathered around as the time-space rift closed up, Celestia levitating the Warp Ring and green Chaos Emerald next to her as Luna asked, "Twilight, Sonic, Tails, are you all okay?"

Sonic grinned as he rubbed the back of his head, "Well, I know Tails and Twilight are fine, Luna. After all, they weren't the ones who had to fight."

Celestia noted, "You don't appear to be badly hurt yourself, Sonic. I for one am glad to see that." She then levitated the green Chaos Emerald and Warp Ring over to Tails, who took them and slid them into his tails.

Rainbow then held out his radar to him, and while he put it away, she asked, "So where is that weird guy? I'm ready to give him a piece of my mind for attacking you guys!"

Before anyone could say anything, they all heard a groan coming from nearby. Sonic quickly ran over to where it was coming from with Tails following behind him. Spike, Little Strongheart, and the ponies all followed too, all of them stopping when Sonic and Tails came to a stop near a cart. A second later, Silver stood up, his left hand pressed against his forehead while he used his right hand to support himself on the cart. It may have been Appleloosa's returning colors, but Sonic and Tails could swear he looked… more like himself.

"What happened…?" Silver groaned as he rubbed his forehead. Looking up a second later, he quickly noticed the large group looking back at him, particularly the two at the front of the group. "Sonic, Tails! What are you guys doing here?" Silver asked. He then glanced around and asked, "Where are we, anyway?"

Rainbow growled, "Don't try to fake your way out of this! I'm gonna…!" She flapped her wings and started flying towards Silver, only for something to grab her tail and pull back on it. She looked back to see Twilight's magic aura surrounding her tail, keeping her from flying forward.

"Twi', what are ya doin'?" Applejack asked.

As she let go of Rainbow Dash, Twilight explained, "Silver referred to Sonic by name. Up until now, he didn't do that. Something's different now."

Silver looked surprised at Twilight's use of magic, but he did hear what she said. "What are you talking about? What…" Silver pressed his right hand against his forehead and closed his eyes, saying, "Wait, I remember what happened now!" He opened his eyes and noticed the white Chaos Emerald sitting inside of the cart he had been leaning against. He reached down with his right hand and grabbed it; he held it up as he walked around the cart. He slipped it back into his quills as he looked back at the group and said, "Sonic, I'm sorry about what happened just now. Seriously, you snapped me out of whatever happened to me. Do you think you can forgive me?"

Sonic replied, "Well, sure Silver. But seriously… what happened, dude?"

Before Silver could answer, Braeburn piped up, "Now hold on here! Before y'all start explainin' everythin', ya gotta see the town first! Bet ya never woulda guessed us settler ponies built all this in less than a year!" Before anyone could reply, Braeburn suddenly moved forward and butted into Tails, Sonic, and Silver with his head, all of them grunting as he herded them along.

"Ah!"

"Whoa!"

"Oof!"

Both Applejack and Little Strongheart called, "Braeburn, wait!" But it was too late. The light gold earth pony was already leading the trio on his personal tour of Appleloosa and he was not about to be deterred.

Applejack sighed and glanced back, noticing all the stuff Silver had dropped. She looked at Twilight and asked, "Twilight, do ya think y'all can start cleanin' this mess up while Ah reel in mah cousin?"

Twilight nodded, "Sure thing, Applejack." The orange earth pony nodded in reply and started after Braeburn along with Little Strongheart while Twilight and the others started cleaning up the mess from the fight. As they set everything back in place, made repairs where necessary, and ponies started coming outside, Twilight thought back to what she saw earlier. "_Sonic and that princess… I think her name was Elise? They completely reset time by blowing out that flame, but it seems Sonic at least has a slight recollection of everything that happened. Tails too, probably, considering that place looked familiar to him too. I could give them both their memories back, but would they want to remember… THAT?_" She rubbed her horn with a hoof at that, practically feeling what Sonic felt in that short amount of time.

**Soon, at the Salt Block**

The owner of Appleloosa's local watering hole trotted towards the table in the corner, balancing on his head a tray with several glasses of water and a salt block. He looked over the occupants of the table as he got closer, particularly the two hedgehogs, the two-tailed fox, and the baby dragon. He was a bit wary about letting those particular customers, especially the baby dragon, come into his establishment, but between Braeburn, Little Strongheart, and the princesses of Equestria, he wasn't really able to say no.

The owner expertly transferred the tray from his head to the table, the glasses barely even shaking as the tray was set down. He then straightened up and said, "There you go, folks. You sure I can't interest you boys in a little salt?"

He was answered with a unanimous "no thanks" from Sonic, Silver, Tails, and Spike. The owner eyed them for a moment before adjusting his monocle and walking away. As he left to make sure none of the other customers were licking too much salt, he passed one of the horse-drawn carriage drawers, who had seen the group enter the Salt Block and wanted to sketch them, hopefully without them finding out.

Back at the table, after Celestia and Luna turned down the offer, Braeburn took the first lick of the salt block. After savoring the flavor for a moment, he looked over at Sonic, Silver, Tails, and Spike, each one having a glass of water in front of them, and asked, "Ya sure y'all don't want any salt? It's REAL fine salt, ya know!"

Tails grinned weakly, "Yeah, uh… Believe me, Braeburn, we can tell just by looking at it. But I think we'll just stick with the water."

Braeburn shrugged, "If ya say so, Tails." He took another lick of the salt block.

Fluttershy looked across the table at Silver and asked, "So, um, Silver? Can you tell us what happened to you? I-If you don't mind, that is…"

Silver replied, "Yeah, I'll tell you all what happened, Fluttershy. Though I'm not entirely sure how this all started in the first place."

Sonic asked, "You didn't have an accident while you were trying to time travel, were you?"

Silver answered, "No, although I do have the means to time travel on me at the moment. What happened was, while I was in my proper time, I saw some kind of white light in the distance and went to investigate. Before I could even get close to where it was coming from, it suddenly spread out and I had to shield my eyes. The next thing I knew, I was standing in the middle of a ruined wasteland. Since I didn't know what else to do, I started searching for a sign, any sign of life. While I was searching, I found one of the Chaos Emeralds, and shortly afterwards, I was attacked by… dragons, I think. All I know is that they said they wanted the Chaos Emerald for a snack."

Celestia provided, "Gems are a delicacy among dragons, Silver."

Silver replied, "Well, I guess I kind of figured that… But eating something like a Chaos Emerald? Who knows what that would do?" He reached over and grabbed his glass of water with his right hand, taking a quick drink.

Luna asked, "So what did you do?"

Setting his glass down, Silver answered, "I told them I wasn't going to give it to them. But they wouldn't back off, so, instead of making things worse, I decided to leave before they decided to start a fight or something. While they were chasing me, I happened to come across Braeburn and Little Strongheart. Seeing as I'd unwittingly gotten them involved in my mess, I helped them get away from those dragons."

Little Strongheart smiled, "It was very brave and nice of you, Silver. You helped us even though we had only just met."

Braeburn added, "Way nicer than those dragon fellers were turnin' out ta be. They were rude, not like Spike here." The baby dragon remained silent at that.

Silver nodded, "Yeah. But just after we got away, I heard a voice calling to me from a cave. When I went to investigate, I met this hedgehog who looked like a hedgehog named Shadow."

Twilight interjected, "We met Shadow earlier. When you say he looked like him, what do you mean?"

Silver explained, "Physically, he looked no different from Shadow. But where Shadow's fur is red, this guy's fur was a pale blue, and his eyes were a pale green. Actually, pale just about sums him up. He looked really pale all over! It was creepy. But I didn't want to turn him away based on looks alone, so I tried talking to him. And at some point while I was talking to him, I started feeling really strange. I suddenly felt… angry… vengeful… way different than I normally feel. I was also fixated on something called the 'Iblis Trigger'."

Tails said, "You said Sonic was the Iblis Trigger, Silver."

Twilight added, "You said he was responsible for ruining the world."

Silver placed his left hand on his head, angling his head down as he replied, "I know, Twilight, and I know that's not true. Tails was right; the Ifrit was responsible for destroying my world, not this 'Iblis' thing. And thanks to everybody efforts, the Ifrit never escaped its dimension, so I returned to my time after it was defeated to find that the future had indeed changed. If there was still a threat to the future out there, I shouldn't have seen what I saw when I returned. That's why I don't understand where all this 'Iblis Trigger' nonsense came from, except that I didn't start thinking of it until after I talked to that hedgehog."

Applejack said, "So all we got ta go on is that there's a hedgehog that looks like Shadow out there who messed with yer head. Is that what you're sayin', Silver?"

Little Strongheart spoke up, "Actually, there is one other thing." Everybody looked at her as she explained, "Braeburn and I got worried after Silver went into the cave, so we followed him in. When we were outside the room where Silver was, we saw a shadow being cast on the wall outside of it."

Rainbow asked, "A shadow? Oh, you mean like Silver's shadow or that other hedgehog's shadow, right?"

Little Strongheart said, "Well, maybe, Rainbow Dash. I mean, I've never met this Shadow hedgehog, but what we saw extended over Silver's shadow and it did not look like him at all."

Braeburn nodded, "That's fer sure. Ah wouldn't even know how to describe it, other than it looked plain weird. Whatever was castin' that shadow looked all mismatched, like somethin' straight out of a storybook or somethin'. Ah don't know how else ta describe it."

Silver rubbed his chin with his left hand as he said, "That's strange. I never noticed that guy's shadow. I'm not sure he even had one when I saw him."

Pinkie chirped, "Ooh, a mystery! I love mysteries, especially solving them!"

Silver crossed his arms and placed his head on top of them on the table, saying, "Well, this is a mystery I'd sure like to solve…"

There was silence after that, nobody quite sure what to say. Twilight, hoping to relieve some of the tension in the air, soon asked, "So… can you tell us, Silver? What the future is like, I mean?"

Pinkie Pie grinned, "Ooh, yeah! What's it like in your time, Silver?! Is it super duper fun?!"

Silver sat up straight at that, a smile on his face, apparently glad for the change of subject. "Oh yeah, it's a great place. The sky is blue, the seasons change, everybody has a smile, and everybody can live the life they want to live."

Spike deadpanned, "That sounds like the world now."

Silver nodded, "Exactly."

Sonic grinned, "Hey, I hear you. If it ain't broke, don't fix it, right?"

Silver looked at him and nodded, "Yeah!"

Rarity asked, "But if the future is beautiful, then what was that… horrifying place we were just at?"

Tails spoke, "It could have been part of an alternate timeline, Rarity. Not quite an alternate dimension like what the Ifrit was sealed in, but a different end result of what things might've been if they had been different, in this case if this Iblis creature existed. Considering what we've experienced so far, it's not out of the question that the monster responsible for all of this is causing us to see not just what we know has happened, but also things that aren't or shouldn't be set in stone."

Rainbow looked at Twilight, remembering something at Tails' words, and asked, "Hey Twilight, did you give Sonic his memories back? Can he, or you at least, tell us what that place was?"

Pinkie nudged the cyan pegasus with a hoof and, when she turned to look at her, giggled, "Oh Dashie, you're so silly! We're already getting one lampshade; do you want me to get you one too?"

While Rainbow just stared at Pinkie strangely, Braeburn looked at Sonic and Tails and asked, "What's this monster thing y'all are talkin' about?"

Silver nodded, "I was wondering that myself."

Tails explained, "It's some kind of creature that's managed to rip a hole between our universes and is messing with time itself. You've seen the effects of its actions on Appleloosa; the whole town was completely white until just a little while ago, but the sky still hasn't returned to normal yet. And especially important is the fact that it still has some of our friends!"

Silver asked, "Who? Who does it have?"

Sonic said, "Well, we've rescued most of them so far, but it still has a few. Like Blaze, for instance."

Silver's eyes widened at that, "What?!" He stood up quickly and thumped the palms of his hands down on the table, shaking it as he exclaimed, "You're saying Blaze is in trouble?!"

Sonic replied, "Look Silver, relax. I'm sure Blaze is fine; if anything, she's probably unable to move right now, just like everybody else we've rescued has been."

Tails spoke up, "I can vouch for that. That thing did the same thing to me, Twilight, Spike, Applejack, Fluttershy, Rarity, and Pinkie Pie. We were all turned, basically, to stone by that monster and separated from our bodies, but once we were brought back to the white space Ponyville now inhabits, we turned back to normal. Sonic's right; the same thing has probably happened to Blaze. As long as we go back to that place and find her, she'll be fine."

Silver stopped leaning on the table and sat down, saying, "All right then… So you're saying that we have to go back to that place, find Blaze, take her back to this… white world, and she'll return to normal?"

Sonic shrugged, "Exactly."

Silver nodded, "All right. Then I'm definitely going with you. Not just because Blaze could be there, but also because my psychokinesis should come in handy in a place like that."

Braeburn asked, "Are y'all sure ya wanna go back ta that place? You could stick around for a while here in… APPLELOOSA!"

Applejack looked at him and said, "Braeburn, as nice as that'd be, and while I'd love to see how things have changed since we were last here, we really don't have time. That monster's messed things up at least as far as Appleloosa here and Ah don't really want to know what'll happen if we don't fix things soon. Besides, Apple Bloom was somehow affected by that thing too, and it still has Big Macintosh!"

Braeburn's eyes widened, "Big Mac's in trouble too?! Well, that's just one more reason to stick with y'all then!"

Silver looked at him and asked, "What are you talking about, Braeburn?"

Braeburn looked at him and grinned, "You said it yourself, Silver. Don't ya remember what ya said?"

Silver looked confused at that, so Little Strongheart said, "You called us your friends, Silver. And you didn't leave us to the mercy of those dragons. It wouldn't be right to not return the favor and help you now."

Silver gave a sheepish look as he replied, "Oh… Yeah, I guess you got me there." He then looked at Sonic and asked, "But how are we supposed to get back? The portal and the space-time rift both closed up, remember?"

Tails said, "No problem. The barrier between locations is so weak right now that we can use our Warp Ring to warp right back there." He reached into his tails and brought out the Warp Ring, holding it up so Silver could see it.

Silver held a hand to his chin as he mused, "A Warp Ring, huh? That's pretty handy." He then asked, "Can we use it now?"

Braeburn spoke up, "W-Wait, hold on now." He bent over and gave another lick to the salt block on the table before looking up and saying, "Ah don't wanna let this salt go ta waste. Can ya give me a minute or two to finish it?"

While standing up, Applejack said, "Sure, Braeburn. While you're doin' that, Ah'm gonna go out to the orchard and see how Bloomberg is doin'. Ah'll meet y'all back here in a few minutes." She then bowed to the princesses and left the Salt Block, Rainbow following her after doing the same.

Sonic looked back at Braeburn and then, after seeing how much salt the earth pony had left, looked down at his glass of water. Noticing that it was a little more than half full, he moved it over towards Braeburn, saying, "Here, you can have this, Braeburn."

* * *

><p>The Warp Ring deposited everybody back on the plateau they had been on when the group ran into Braeburn and Little Strongheart shortly before Silver attacked. Now that they were back in the ruined world, they could get back to searching for their missing friends. The only question now was where to look for them.<p>

"Pray tell, dost anypony have any suggestions or clues as to where we should start searching?" Luna asked.

Pinkie Pie started hopping up and down, waving a hoof as she said, "Ooh! Ooh! Pick me, pick me!"

Celestia turned and smiled at her, "All right, Pinkie Pie, where do you suggest we go?"

Pinkie pointed her hoof straight ahead, saying, "Why don't we look in there!"

Everybody followed where her hoof was pointing… and many of them immediately started wondering what the pink pony was thinking. "T-t-t-the v-v-volcano?" Fluttershy meekly stuttered.

Tails said, "Not exactly my first choice, but…" He looked at Pinkie Pie and asked, "You really think so, Pinkie?" Pinkie rapidly nodded her head.

Before anyone else could say anything, Sonic spoke, "Now hold on, guys. Pinkie may be onto something here."

Twilight looked at him and asked, "What makes you say that, Sonic?"

Sonic looked at her and said, "Well, like you noted earlier, Twilight, the ground around here isn't exactly stable. Even when we're not close to lava, it somehow manages to find a way to shoot up out of the ground." As if on cue, a nearby patch on the ground suddenly lit up and shot flames out of the ground, everybody turning to watch until the geyser died down. After it did, Sonic turned towards the cliff, saying, "And Silver, Braeburn, and Little Strongheart were out there in that wasteland. That might be a good place to look, but who knows how long it goes on… or how long it'll take before everything starts to look alike. We should probably exhaust all of our options around here before going out there."

Silver said, "Good point."

Braeburn nodded, "Yep, Ah'm convinced." Looking back at the volcano, he asked, "But how are we gonna get in there? Look at all the lava pourin' outta that thing!"

Applejack agreed, "Yup. Ain't gonna be easy findin' a way in on those slopes."

Rainbow suggested, "In that case, why don't we go in the easy way? You know, down through the top?"

Tails asked, "Into the mouth of the volcano?" Rainbow nodded; Tails placed a hand on the side of his face as he considered, "Hm… If the eruptions let off a little, it would be possible to get inside without getting cooked. If there's still lava coming out, on the other hand…"

Rarity looked at Twilight and asked, "Twilight, darling, you know that spell for creating force fields. How strong can you make them?"

Silver looked at her and asked, "You can create force fields?"

Twilight looked at him and nodded, "Yes. I could either create them from a single burst of magic, or I can keep channeling magic energy into it. The first method would require less work if the force field were to hold on its own; if I had to recast the spell, it would be more tiring. The second method would mean I'd be connected to the force field at all times, but there would be less chance that the force field would break under stress."

Everyone thought about her words for a moment, considering their options. They were interrupted, however, when a familiar voice shouted, "THERE YOU ARE!" Silver immediately whirled around and looked up, seeing three very familiar, very angry dragons hovering a considerable distance above the plateau near the cliff edge.

"Oh, for the love of… Will you leave me alone?!" Silver yelled.

Sonic looked at Silver and asked, "Are those the dragons you mentioned earlier?"

Silver nodded, "Unfortunately."

Fluttershy squeaked in fear and ran over to Rainbow Dash, shivering as she hid behind her. The cyan pegasus looked over at Spike and asked, "Hey Spike, aren't they the same…?"

The baby dragon nodded, "Yeah, I'm pretty sure they are."

The purple dragon soon noticed Spike and said, "Hey look, it's Spike!"

The brown dragon added, "And those ponies he's friends with, plus some more!"

Garble smirked, "Well, isn't this a cozy little gathering?"

Tails asked, "What are they going to do?"

Sonic said, "Something tells me they're not here for a meet and greet."

Silver replied, "Nope. They're here for a swipe and eat!"

Princess Luna looked at her sister and spoke, "Perhaps they will see reason if we talk to them, sister."

She felt a tugging on one of her legs and looked down to see Spike. "I don't think they will, Princess Luna. I mean, they called, uh, your sister a namby pamby pony princess. I heard them," he said. Luna had to try her hardest to stifle a giggle; although she loved her older sister dearly, what Spike was saying that these dragons had said about Celestia sounded hilarious!

Twilight spoke, "They're coming closer! What should we do?!"

Silver looked over his shoulder and said, "It'll be fine. Just stay back!" He then looked at Sonic and whispered, "Sonic, have everyone link together. We need to be ready to move all at once!" Although confused, Sonic nodded and moved back towards the others while Silver turned around to face the teenage dragons, which were still hovering but were closer to the ground now. "I don't suppose you guys have been looking for me to say that you're sorry?" Silver questioned sarcastically.

"Dream on, whitey! We're here for that gem of yours! Now hand it over!" Garble said, holding out a claw expectantly.

Silver looked up at the dragons for a moment before saying, "You know what? …I really don't have time for this! If you're just going to look at the Chaos Emerald as something to eat, then there's no point in arguing about it with you anymore!" He then turned around and started walking away.

Garble shouted, "Don't turn your back on us! You think you're so hot; let's see how tough you are in a minute!" Silver looked back over his shoulder to see the dragons flying down towards him!

The silver hedgehog ran towards the others, Little Strongheart and the ponies all biting down on each other's tails. Applejack's right forehoof was in Tails' left hand while the fox's right hand gripped Sonic's left hand, all of them in a straight line pointing towards the volcano. Celestia was at the end of the line and Sonic was the front of it. Silver ran to the front of the line, stopping a short distance in front of Sonic. Rainbow called through her mouthful of Twilight's tail, "Hey Silver? You mind telling us why we're standing here like this when there are dragons dive bombing us?!"

Silver held his left hand back out towards Sonic. "Sonic, grab my hand!" he said. Sonic complied, grabbing Silver's left hand with his right hand.

Garble and his gang were about to collide with the group when suddenly, they all seemingly disappeared, leaving the teenage dragons to crash into the ground! Looking up a moment later, Garble's eyes widened. "What the -?!" he exclaimed, seeing a green arch of psychic energy moving towards the volcano in the distance, Silver, Sonic, Tails, Spike, Little Strongheart, and the ponies making it seem like the green was outlining a rainbow.

"IT'S NO UUUUUUSE!" Silver cried as he flew straight towards the volcano, carrying everybody behind him. Little Strongheart and the ponies bit down as hard as they could onto the tail of whoever was in front of them, Spike clinging onto Twilight's back for dear life while Tails and Sonic held on tightly with their hands and Applejack and Braeburn used one hoof to hold down their hats.

Some of the ponies were panicking about this 'shortcut' they were taking, but Pinkie Pie wasn't among them. The pink pony was totally ecstatic about what they were doing, having somehow managed to climb onto Fluttershy's back while Braeburn bit down on her cotton candy tail. "Whee! Ha ha ha! This is fun! Go faster!" she called.

Silver briefly glanced back with his eyes before facing forward again as he thought, "_Is she really enjoying this?_"

Spike soon called, "Look! Fire is raining down out of the volcano!"

Silver called back, "I see it! Problem is I don't think I can do much about it right now!" He then winced before adding, "And I don't know how much longer I can keep this up!"

Sonic called to him, "Just hang on as long as you can, Silver! We'll make up the difference somehow!" As he was speaking, they flew under the rain of fire, flaming rocks falling around them. Silver continued flying, managing to get mostly to the top of the volcano, though they were still a short ways away from it. Unfortunately, his psychokinesis began to waver, as the green glow surrounding everyone began to flicker like a dying light bulb. Seeing this, Sonic looked back and called, "Hey Twilight!"

Having also noticed the flickering, Twilight knew what Sonic was calling her for. She closed her eyes as her horn flared to life, letting go of Applejack's tail and held her legs out. Before everypony hanging on behind her could say anything, a large force field formed around the whole group, Twilight's magic making them all float. Silver was so surprised he cut off his psychokinesis, surprised to find that he and everyone else was still floating without it.

Celestia noticed they were coming to a stop in midair and turned to her sister, saying, "Luna!" The Lunar Princess nodded and a moment later, both of their horns lit up, surrounding Twilight's force field. As everybody except Twilight watched, the force field began to move forward, heading up towards the volcano. Once at the top, it began to descend into the volcano's crater, Celestia and Luna catching any of the flaming rocks being launched up with their magic.

After about a minute, the force field touched solid ground and popped like a bubble, everybody landing on their feet/hooves. Luna turned to Twilight a moment later and said, "Very impressive spell work, Twilight Sparkle."

Twilight blushed, "Thank you, Luna, but I had some help from you and Princess Celestia. You two deserve the credit too."

Celestia smiled, "Nonsense, Twilight. The force field you created ensured safe passage into the volcano."

Twilight glanced at the ground as she murmured, "Well…"

Rainbow soon spoke up, "Hey guys, we should probably keep moving. Those dragons can fly and they like hot places like this!"

Silver groaned, "And they still want my Chaos Emerald. No doubt they're going to come here."

Applejack looked around, eyeing the various rock formations sticking out of the lava as well as the multiple pathways leading to other parts of the volcano. "Well, which way should we go, y'all?" she asked.

Rainbow said, "Let's just pick one and go! Like… how about that way?" She pointed a hoof over at a passage that was on the same rock formation they were on. Everybody shrugged and started moving towards it.

They soon stopped when Tails spoke, "Wait! Where's Rarity? Wasn't she in the force field with us?"

Twilight glanced around and soon said, "Spike's missing, too!"

Pinkie Pie called out, everybody looking across the chamber at the pink pony that had somehow crossed the stone bridge leading to one of the passageways in the blink of an eye, "They're in here! Come on!" She pointed to the passageway entrance she was standing in front of and then hopped through it.

Twilight asked, "What are they doing in there? They don't know where that leads!"

Sonic looked at her and shrugged, "Hey, neither do we, right?"

Twilight conceded, "…Yeah." Everyone hurried after Pinkie Pie, Tails, Rainbow, Fluttershy, and the princesses flying over while everybody else hurried across the stone bridge, which collapsed shortly after they left the chamber.

Shortly after entering the passage, the group saw Pinkie standing further up the path, seemingly looking at something. Coming up alongside her, they quickly saw what had caught her attention. Ahead of them they saw Rarity and Spike, Spike using his tail to jackhammer into the rocky ground. Silver pointed, "Uh, what is Spike doing?"

Twilight said, "Rarity's taken him on her gem hunts before. She must've found some and he's digging them up for her."

A minute later, Spike's head popped out of the hole he dug, his arms filled with gems. "I got 'em, Rarity!" he grinned up at her.

"Wonderful, Spike!" the fashionista exclaimed. She used her magic to help him out of the hole and then took one of the gems in his arms, holding it up to examine it. "Ah, these are simply beautiful! They will look just smashing on my next line of dresses!" Rarity smiled.

Back with the rest of the group, Rainbow asked, "How is she finding gems in a volcano?"

Tails shrugged, "Well, this place is pretty hot. And with all this lava, there's probably a lot of pressure too. Depending on how long this volcano's been around, I suppose she could find gems buried in the rock here."

At that moment, Rarity looked up and noticed the rest of the group. She waved, "Oh, hello, your highnesses! And darlings too."

Celestia spoke, "I am glad you are well, Rarity, but why did you go off on your own with Spike like that?"

Rarity blushed, "I'm terribly sorry, Princess Celestia. My gem-finding spell went off after we landed and I simply had to see what was causing it. And since Spike followed me and was being such a darling, I allowed him to help me with the gems. Isn't that right, Spike?" The baby dragon nodded vigorously.

Silver spoke, "Are you sure this is a good time to be doing that, Rarity? I don't mean any disrespect or anything, but these aren't exactly ideal conditions. And as Rainbow Dash pointed out earlier…"

Silver was cut off when Rarity's horn was suddenly surrounded by her blue aura. "Ooh! Hold that thought, Silver. It seems there are more gems nearby!" She then trotted off down the path with Spike following close behind, still carrying the gems in his arms.

Pinkie giggled before turning to Silver and saying, "Sorry, Silver! Looks like you've been put on Rarity's ever-growing wait list!"

Rainbow groaned, "How can she be thinking of gems at a time like this? We gotta keep moving before those dragons catch up to us!"

Tails pointed out, "Well, it looks like this way might go on for a bit, seeing as Rarity's already gone further ahead and it doesn't sound like she's coming back. Maybe it would be okay if Rarity kept looking for gems. I mean, we are kind of randomly guessing at this point, right?"

Rainbow shrugged, "Well, I guess you have a point there, Tails."

Sonic said, "Okay, we'll let Rarity do her thing for a while, as long as we keep moving and she knows when enough is enough."

Applejack snickered, "Ah think Tom might have somethin' to say about that, Sugar-hog."

Silver looked at her in confusion, "What's a 'Tom'?"

Twilight deadpanned, "A boulder Rarity was tricked into thinking was a giant diamond."

Sonic looked at her oddly for a second before asking, "Discord?"

Twilight nodded, "Yep."

Before anyone else could say anything, Rainbow said, "Come on, you guys! Let's catch up with Rarity and Spike!" She then flew off after the duo, Sonic running after her with everyone else following behind.

Well, everyone except Twilight, Silver, and the princesses. Twilight started walking after the others ran on ahead, Silver and the princesses following behind. As he followed after Twilight, Silver asked, "Hey, what did Sonic mean? Who or what is Discord? Why did Rarity think a boulder was a diamond?"

Behind him, Celestia spoke, "Discord is a draconequus, Silver, and the former ruler of Equestria, That was in the days before Luna and I discovered the Elements of Harmony and turned him to stone."

Silver looked back over his shoulder and asked, "Turned him to stone? Why?"

Luna replied, "Discord's reign had to end. When we found the Elements of Harmony, we had faith that they would stop him and his chaotic magic. Turning to stone may not be the fate we had in mind for him, but something had to be done to put an end to his chaotic magic and the suffering he was putting the ponies of Equestria through."

Silver tilted his head, "Chaotic magic?"

He faced forward when Twilight spoke, "My friends and me got to experience his chaos for ourselves when Discord broke free. He covered the roads in soap suds, made it rain chocolate milk from cotton candy clouds, made the Sun and Moon rise and set irregularly, and… well, let's just say he made things happen that normally wouldn't happen for his own amusement."

Silver frowned, "That's terrible!"

Twilight nodded, "And we were affected by his magic like a lot of other ponies in Equestria were. We all acted the opposite of how we normally do, and some of us even saw things that weren't actually real. That's why Rarity thought a boulder was a giant diamond."

Silver replied, "Oh, well then…" Somewhere in the back of his head, that sounded familiar. Maybe the hedgehog he met earlier pulled a similar trick on him, to make him fight Sonic? He could have; Silver didn't even know where he went. He just started feeling strange and then the hedgehog was gone. After that, he kept it in check around Braeburn and Little Strongheart, but he felt exactly the way he described to Sonic and the others. Clearing his throat, Silver looked at Twilight and said, "So, Twilight, about that magic of yours…"

Twilight glanced back at him and asked, "Yes?"

Silver replied, "That was really cool, that spell you used to make that force field. How did you do that?"

Twilight smiled, "Well…"

As they continued walking, Twilight, Silver, Celestia, and Luna soon caught up with the rest of the group, who had stopped because Rarity was lamenting that there were gems buried in the wall where Spike couldn't easily get them out. Sonic's Spin Dash helped unbury them before Rarity could have a drama queen moment and they continued onwards, guided by Rarity's gem-finding spell. As they went on, they occasionally encountered more of the lava monsters, Braeburn getting a chance to show off his apple bucking skills and Little Strongheart showing that her buffalo agility wasn't just for show. Silver and Twilight also compared notes on psychokinesis and magic and Rarity, with the aid of Spike and Sonic, continued gathering gems, Twilight agreeing to help her carry them.

Eventually, the path led them to a room that was very dark. Everyone found this odd, seeing as there was lava in this room and it hadn't been this dark earlier. "Wh-what is this place…?" Fluttershy whispered fearfully, hiding behind her mane.

"Somethin' ain't right about it. Is there somethin' in here?" Braeburn wondered.

Silver held up his right hand, letting his psychic energy flow out of his palm. After a minute, he said, "I don't think there's anything hiding in here, but there's something in here that appears to be a heat source. And it's not the lava…"

Celestia nodded, "I can feel it too. It feels very similar to the Sun somehow… I'll see if I can draw it closer." She closed her eyes and channeled her magic into her horn, her yellow aura surrounding it and lighting up the area around the group a little. A few seconds later, a purple light appeared further back in the room, beginning to move towards the group. As it got closer, they saw Celestia's magic aura surrounding a purple orb that appeared to be surrounded by a purple flame, the same color as the crystals Sonic told Rarity to leave alone.

"Is that it, Princess Celestia?" Tails asked.

"It seems so warm," Little Strongheart commented as it came to a stop in front of the group.

Celestia nodded, "Yes… It feels like I'm holding part of the Sun right in front of me."

Sonic pointed up ahead, "Look, there's another one!"

Silver held his right hand out, "I'll get it." His green aura soon surrounded the orb, causing it to light up like the one Celestia was holding.

Little Strongheart pointed, "Look! There appears to be a way through this room!" Indeed, thanks to the new light source, they could see that there was a path in front of them cutting through the lava that appeared to lead up.

Rainbow turned to Silver and asked, "Hey Silver, can you hold that thing up next to me while I see if there's a way out of here?"

The hedgehog nodded, "Sure."

As Rainbow took flight, Silver used his psychokinesis to move the orb in his grip along beside her, lighting her way. When she got near the back of the room, she yelled, "There's another passage up here! And it looks like that path leads up here!"

Twilight called, "Stay there, Rainbow Dash! We'll be there in a minute!"

Luna turned to Celestia and said, "You take the lead, sister." The Solar Princess nodded and started walking, Luna turning to the others and saying, "Stay close to Celestia, everypony." They all nodded and fell in step, Rarity resisting the urge to probe around with her gem-finding spell. They soon reunited with Rainbow Dash and moved on, leaving the orbs behind because it got brighter the second they stepped out of the room.

After following the passage they entered for a short while, the group entered a considerably larger chamber filled with lava. High above them, large rock stalagmites hung from the ceiling with smaller stalagmites filling in the space between them. But nobody was focusing on the ceiling at the moment; they were all looking straight ahead, as they found exactly what (or rather who) they had been looking for.

"Blaze!" Silver exclaimed, immediately walking towards her.

"And Zecora too!" Twilight said, the magic she was using to hold up Rarity's gems disappearing in her excitement, causing them to fall on top of Spike.

"Twilight!" Rarity admonished, looking at her unicorn friend.

"Heh heh… Oops… Sorry Rarity, sorry Spike…" Twilight grinned weakly.

Suddenly, Spike poked his head out of the top of the pile of gems, bits of gemstones poking out of his mouth. "Mmm! What are you sorry for? This is delicious!" he smiled as he swallowed the gems in his mouth.

"Spike!" both Twilight and Rarity said, though Twilight said it in more of a hushed tone while Rarity more openly said it.

Braeburn and Little Strongheart, meanwhile, trotted over to Silver and Blaze, coming to a stop behind and beside Silver. "So this here's yer friend, huh Silver?" Braeburn asked.

Silver looked at him and nodded, "Yeah. I just hope she's okay…" He turned to look at Sonic, who was coming over with Tails and Twilight while Rarity picked up the gems she had found, and asked, "You said she'll be fine once we get her back to this Ponyville place?"

Sonic nodded, "You got it, Silver."

The psychokinetic hedgehog asked, "Can we go there now?"

Sonic replied, "Sure. I don't think need to stick around here any longer." He turned to Tails and said, "Tails!"

The fox nodded, "Right!" He reached into his tails and pulled out the Warp Ring. Holding it up as the others came over, he said, "Zecora's hut, here we come!"

Before he could toss it, however, a loud roar suddenly echoed through the room, Tails flinching at the sound and Rarity almost dropping her gems. Everyone looked around, Silver wondering, "Whoa, what was that?!"

Sonic said, "It sounded big, whatever it was."

Twilight looked at Zecora and Blaze, saying, "Maybe we should go before it shows up, whatever it is. It could be dangerous for them and us."

Tails said, "Can't argue with that. Okay, let's…"

A familiar voice behind the group stopped Tails in mid-sentence, "AH-HA!" Everybody turned around; there, standing at the entrance to the room, were the teenage dragons. "See, I told you they wouldn't be able to find a way out of this volcano!" Garble grinned.

Rainbow angrily nudged Rarity and said, "Dang it, Rarity, why'd you have to spend so much time looking at your gems?! I kept saying you'd have time to do that once we got back to Ponyville!"

Rarity protested, "But they were so dazzling to look at! They're all so perfect; they deserve to be looked at and adored!"

The brown dragon noticed the gems floating next to Rarity and pointed, "Hey look! That white pony's found a whole bunch of gems!"

Garble smirked, "Perfect! Getting that gem from that white guy just might be worth something after all!"

Rarity glared, "Oh no, you are NOT taking all of these gems! I already have ideas in mind to make these gems into beautiful creations to share with my friends and you are NOT going to ruin them now!"

Silver said, "Look guys, I've already made it clear that I'm not giving you the Chaos Emerald, and you're totally outnumbered! If you agree to back off, we'll give you some of these gems to make up for all of this!" He then noticed Rarity glaring at him and shrunk away, weakly adding, "Or we'll help you find some. That works too."

Garble growled, "Sorry whitey, that's not gonna cut it anymore. Not after all the effort we put in tracking you down, especially when you're with Spike and the ponies who made fools out of us last time! So you can take your offer and…"

He was cut off when the roar from earlier suddenly rung through the room again, startling everyone. Applejack glanced behind her, noticing the lava below them was beginning to churn and bubble. "Hey hey, Ah don't like the look o' this!" she exclaimed.

The purple dragon looked around and asked, "What's going on?!"

Another roar sounded through the room, this one louder than the first two. The force of it actually blew past everyone, pushing them backwards. As it ended, lava suddenly splashed up from below, everyone moving away from the edge and Silver and Twilight grabbing Blaze and Zecora to move them away. The room then became quiet again. "I-is it over?" Fluttershy squeaked out, huddled on the floor behind Rarity and Applejack with her hooves over her head.

Suddenly, Pinkie's tail sprung to life. "Ooh! Twitchy tail!" she exclaimed. She glanced up and then quickly bumped into Sonic and Tails, who were both standing next to her, pushing them to the side. A second later, a moderate-sized stalagmite fell in front of where the three of them had been standing, getting stuck in the ground.

Sonic looked at Pinkie and asked, "Did you know that was gonna fall?"

Pinkie looked back at him and smiled, "Yep! When my tail starts a-twitching, that means stuff's gonna fall! That's one of the things my Pinkie Sense predicts!"

Tails asked, "Pinkie Sense?" Pinkie just nodded while grinning.

Suddenly, the party pony's neck cricked, her left rear hoof tapped the ground, her right foreleg pinched, and her tail pointed straight out before snapping back to its cotton candy shape. "What does THAT mean?" Sonic asked.

"It means we're about to see something big and scary!" Pinkie exclaimed.

Suddenly, what appeared to be a gigantic version of the lava worms the group had been seeing burst out of the lava, letting out the roar they had been hearing all this time. It sailed through the air for a few seconds before disappearing back beneath the lava's surface. Sonic raised an eyebrow, "Uh, yeah, that sounds about right."

The creature leapt out of the lava again, this time splashing down near the ledge the group was on, spraying some lava. Everybody scampered away from the edge in case any lava came up that far, Silver and Twilight grabbing Blaze and Zecora with their psychokinesis and magic respectively, bringing them with them once again. The group came to a stop near the teenage dragons and turned to look towards the lava again, Garble exclaiming as the creature leapt out again, "What is that thing?!"

Tails noted, "It looks like a bigger version of those worm creatures we've been seeing!"

Twilight nervously said, "Then that must be Iblis…!"

Silver stared in disbelief as Iblis resurfaced, its head pointing straight up at the ceiling as it thrashed in the lava. "That's Iblis?! How can something so much like the Ifrit even exist?!" he exclaimed.

As massive stalagmites fell down into the lava due to Iblis' thrashing, Sonic looked over at Silver and said, "Relax, Silver! We're probably seeing it because time is so messed up right now! Once we get out of here and fix the damage, everything should be fine!"

Applejack yelled, "Well, then let's get ta gettin' and get back ta Ponyville!"

Tails held up the Warp Ring in his hand. Just as he was about to throw it, however, Garble yelled, "Give me that!" He then lunged towards Tails, tackling him just as he was starting to turn around, pinning him to the ground on his front and causing him to lose his grip on the ring, which began rolling towards the lava.

"Hey! Leave him alone!" Sonic yelled as he dashed towards Garble, going into a Spin Dash and crashing into the red dragon, sending him flying.

While Garble recovered from the hit and started flapping his wings, the other two dragons came after Sonic, looking to pile on top of him. They were both stopped by Applejack and Little Strongheart, however, Applejack intercepting the brown dragon with the flying kick that she learned from Rarity while Little Strongheart leapt towards the purple dragon and rammed into his side headfirst. During all this, Rainbow made a dash for the Warp Ring, quickly flying over Sonic as he helped Tails up and grabbing it in her hooves before it could roll off the ledge. She then landed and held it up triumphantly, saying, "I got it!"

Almost immediately afterwards, Fluttershy's eyes widened and, at a volume that was very unusual for her, yelled, "Rainbow Dash, look out!" The pegasus lowered her hoof and looked back over her shoulder. And her eyes widened as she saw flaming rocks flying at her!

Silver set Blaze down and ran towards Rainbow Dash, leaping over her and surrounding himself with his green psychic aura as he said, "I'll take care of this!" He flew towards the rocks that were flying towards the ledge, holding his arms out as they got closer. His psychokinesis caught all of the rocks in midair and he flew a bit further while carrying them before stopping. He then held up his arms and swung them forward, sending the rocks flying back at Iblis!

The rocks hit Iblis along its body, but it just roared and suddenly disappeared beneath the lava again. Back on the ledge, Rainbow grinned, "Yeah, Silver hit it!"

Twilight pointed out, "It didn't look like it did much, though."

Sonic held a hand to his chin and said, "Maybe he needs to throw something bigger at it." He suddenly remembered something and put his hands around his mouth and yelled, "Silver, look out! It's gonna jump at you!"

A second later, Iblis burst out of the lava, soaring through the air towards Silver with its mouth pointing directly at the silver hedgehog! As soon as he saw it coming towards him, Silver spun around and flew away, narrowly missing getting caught underneath Iblis and being pushed under the lava with it.

As Silver flew back towards the ledge, Garble suddenly flew up in front of him and intercepted Silver, the hedgehog crashing into his torso head first. Although he was briefly stunned by the impact, Garble's scales shielded him from some of the hit and he quickly wrapped his arms around Silver, pinning the hedgehog's arms to his sides. "Ha, gotcha!" the red dragon grinned.

Silver struggled in his grip, yelling, "Hey! Let me go!"

On the ledge, Tails saw this and began spinning his namesakes around as he exclaimed, "Silver!" He quickly took off and flew towards Garble, who was trying to keep Silver from breaking out of his grip.

Unnoticed by Tails, the other two dragons recovered from Applejack and Little Strongheart's attacks and were flying after him! Luna spread her wings and tried to go to Tails' aid, but Celestia stopped her, Luna looking at her oddly. "Luna, we must remain impartial," Celestia insisted.

"Impartial? They have mistreated our friends and are not listening to reason! They do not deserve impartiality now, sister!" Luna argued.

While Celestia calmly disagreed with her little sister, Sonic, Rainbow, and Braeburn all saw the other two dragons looking ready to breathe fire in Tails' direction. The three of them shouted, "TAILS, BEHIND YOU!" The fox heard them and looked back just in time to see the dragons beginning to unleash their flames at him. Tails let out a surprised shout and managed to barrel roll out of the way, the dragons' flames hitting Garble in the back just above his wings instead.

Garble grunted in surprise as the flames hit him, his distraction allowing Silver to get his right arm free and punch the dragon in the face. Garble recovered quickly and growled down at him, swinging his head and connecting cleanly with Silver's forehead, dazing the hedgehog. Garble then turned and around and yelled at the two dragons, "What do you two think you're doing?!"

The brown dragon said, "We were trying to stop that fox, but he got out of the way!"

Garble raised an eyebrow, "Fox?"

From below him, Tails called, "He's talking about me!" Garble looked down, only to get an uppercut right in the face as Tails flew up right underneath him with his left fist pointing up, his fist connecting cleanly with the dragon's jaw. The hit knocked Garble back and caused him to finally release Silver, the still-dazed hedgehog falling towards the lava. Tails quickly spun around and flew down, managing to grab Silver's hands before he fell too far. While hovering in place, Tails said, "I've got you, Silver!"

Silver shook his head and then looked up at the fox, saying, "Ugh… Thanks, Tails… Whoa, look out!" Tails looked up to see more stalagmites falling from the ceiling, a few of them falling very close to where they were! Tails quickly backed up, the stalagmites falling past him, Silver, and the other two teenage dragons and landing in the lava with the rest of the stalagmites. Looking back at Iblis, Tails saw that it was summoning more flaming rocks! Tails flew as fast as he could, trying to avoid getting hit by the barrage of rocks while Silver held on tightly, still needing a chance to recover from the blow to his head. As for the teenage dragons, Garble was low enough that the rocks flew over him, despite him being daze. The other two weren't so lucky; they got nicked by the rocks and ended up falling into the lava!

Back on the ledge, everyone saw that the rocks were coming straight towards them! "They're coming too fast! What should we do?!" Rarity cried.

Sonic looked back at Twilight and said, "Twilight, your spell!" The unicorn nodded and quickly cast her force field spell, a magenta bubble forming around the group while leaving part of the ledge exposed. The flaming rocks rained down on both the force field and the ledge, exploding against both. Because of her hasty spell casting, Twilight's force field was not at full power and it began to crack under the assault. It also became apparent that the ledge they were standing on was not as sturdy as they once thought, as it too began to crack as the rocks hit the side of it, the cracks spreading underneath the force field.

As the barrage of rocks began to die down, two things happened almost simultaneously. First, a stray rock hit the top of Twilight's force field, where a large crack had already formed and exploded against it, causing the force field to shatter. Second, the last rock struck the ledge close to where the group was standing, hitting the crack that had been developing there. And just like that, the ledge began to crumble under their feet/hooves. Celestia and Luna noticed it in time and spread their wings, flapping them and getting above the ground and using their magic to pick up Blaze and Zecora. Everyone else noticed it too late and the ground collapsed underneath them, all of them falling down towards the lava!

Thankfully, luck still seemed to be on their side, as instead of landing in the lava, everyone landed in a heap on top of one of the stalagmites, all of them lying on their fronts. Celestia and Luna flew down after everyone. They landed next to the pile of sprawled out bodies and Celestia set down Zecora while Luna set Blaze down. Celestia then asked, "Is everypony okay?"

Rainbow groaned, "Yeah, I think we're fine, princess." As everyone began to recover from the sudden fall, Rainbow's right forehoof closed around thin air. Her eyes widened a bit at this and she looked at her hoof, realizing something was missing. "Hey, where's the Warp Ring?!" she exclaimed a second later.

Upon hearing that, everyone looked around for the missing ring (except for Rarity, who had noticed all of her gems had been scattered). As they all looked around their immediate area, Spike noticed something out of the corner of his eyes and looked to see something rolling further away. "There it is!" he said, quickly climbing to his feet and running after it.

As Rarity began scrambling around to gather up her gems, Twilight's eyes widened as she looked forward and noticed that Iblis appeared to be eying Spike's movements. "Iblis…!" she murmured. She looked in Spike's direction and called, "Spike, wait!" It seemed as though Spike didn't hear her, considering he didn't even flinch as he kept running after the Warp Ring.

Seeing this, Sonic quickly climbed to his feet. "Go after him! I'll keep that thing busy!" he said before dashing across the stalagmites in Iblis' direction. Twilight nodded a moment later and turned, galloping after Spike as Luna decided to stop being neutral and flapped her wings, flying after Sonic despite her sister's protests.

While Sonic and Luna went after Iblis and Tails and Silver evaded Garble, Spike continued scampering after the Warp Ring, catching up to it as Twilight ran after him. Just as it was about to roll over the edge of a stalagmite, Spike leapt at it, managing to catch it between his claws before it fell off. Spike breathed a sigh of relief as he lay on his stomach and held the ring in his claws, his arms still outstretched. "I got it…" he sighed.

His relief turned to shock a second later as Garble's cohorts suddenly burst out of the lava below, both of them looking no worse for the wear. Spike gulped as they flapped their wings and hovered in the air above him, looking down at him. "Hey Spike. Coming back to the dragon side of things?" the purple dragon smirked.

"How about a nice lava bath for old times' sake?" the brown dragon asked. Spike managed to climb to his feet, leaping back as they landed on the edge of the stalagmite. He started backing away slowly as they began to approach him.

Suddenly, a magenta-colored beam struck the brown dragon in the face, knocking him onto his back! Both Spike and the purple dragon looked at him before looking to see Twilight standing a stalagmite away, her horn surrounded by her magenta aura. Not giving the purple dragon a chance to react, Twilight fired another magenta beam from her horn at him. The dragon sidestepped around the beam, but wasn't prepared for the second one, which hit him in the chest and knocked him over.

As the dragon fell, Spike dashed over to Twilight's stalagmite, holding the Warp Ring under his arm. "Perfect timing, Twilight!" he said as she neared her, Twilight turning so that her side faced Spike. The baby dragon quickly jumped up onto her back and placed his free hand on her neck.

Before Twilight could run back to the others, both she and Spike heard a roar and turned to look. Iblis was flying backwards through the air, landing on its back in the lava. They also saw Sonic on Luna's back, flying in their direction. They could also see Tails and Silver flying around Garble, the teenage dragon looking incredibly steamed. Luna called to all of them, using the Royal Canterlot Voice so she could be heard, "**WE MUST REGROUP! FALL BACK!**" Not needing to be told twice, Twilight started galloping across the stalagmites back towards the others. Silver and Tails soon followed after Tails flew in a circle around Garble to confuse him, at which point Silver used his psychokinesis to daze the teenage dragon.

Twilight, Spike, Luna, and Sonic soon reached the others, Sonic sliding off of Luna's back and Spike jumping off of Twilight's back a moment later. A moment later, both Tails and Silver flew over, landing near the others. Celestia looked everyone over before saying, "I am glad to see none of you are hurt. However, I believe we should leave this… unsettling situation at once."

Rarity nodded, "Oh, I agree completely, Princess Celestia! And not just because of all the gems Spike and I gathered!" She took a moment to stroke the pile of gems next to her before continuing, "This situation is too dangerous for all of us, especially poor Zecora and, er… Blaze! We should most definitely return to Ponyville at once!"

Spike held up the Warp Ring and said, "I've got the Warp Ring right here!"

Before anyone else could say anything, Iblis suddenly burst out of the lava far away from the group, letting out a roar that caused everybody to look in its direction. After the roar died down, Silver looked at the others and spoke, "Look, if any of you don't want to stay here, you can leave. But I'm not leaving until I've taken care of Iblis."

Celestia asked, "And why is that, Silver?"

The hedgehog replied, "Even though Iblis is not supposed to exist, it exists right now due to that monster messing with time. If we leave Iblis alone, it could find a way to escape from this time, either into another time or a different universe. And if its behavior is anything like the Ifrit's, it'll keep coming back no matter what. And I'm not going to let that happen."

Sonic shrugged, "Not a bad point, Silver. That would kind of make all of your hard work trying to keep the Ifrit from escaping from its dimension kind of pointless, wouldn't it?" Silver nodded.

Applejack looked at Tails and Twilight and asked, "Twi', Tails, do y'all suppose there's any truth to that? That Iblis could escape from this world?"

Fluttershy added, "W-would the Iblis really continue to exist if it made it to… *gulp* Ponyville?"

Tails held a hand to his chin as he looked down at the ground. He thought about what they were asking before replying, "That's kind of hard to say for sure. I mean, this is the first time we've had a time crisis this bad, so there's no guarantees." He then looked up and said, "But there is one thing I am sure about. I'd rather not find out if there's any truth to Silver's theory."

Applejack and Fluttershy looked at Twilight. The unicorn soon spoke, "I think Tails makes a good point. If Iblis does manage to escape from here, it's sure to be disastrous, no matter where it ends up. I guess it's known as the Flames of Disaster for a reason."

Rainbow said, "Well, there's no way I'm walking out on a friend under my own power. You wanna stick around and take this thing down, Silver? You can count me in!"

Rarity spoke up, "Even with finding all of these gems, I have not enjoyed this particular venture. However, a lady always gives as generously as she receives, and you've helped us before, Silver. I should at least try to return the favor."

One by one, the others all voiced their agreement to help stop Iblis. At the end, Luna looked at Celestia and asked, "Well, sister?"

Celestia looked at Silver, "I don't suppose you can be convinced otherwise, Silver?"

Silver replied, "Everything we've seen here? It reminds me all too well what the world in my time used to be like, before I went back to stop the Ifrit. No matter what, Princess Celestia, I won't allow the Iblis to do the same to any other world."

Celestia smiled, "I understand. And that is all I needed to hear. Stop Iblis, Silver; we will all be there to support you." Everyone nodded in agreement.

Silver grunted; he then said, "Thanks, you guys…"

The moment was ruined when Garble yelled, "Hey, heads up, you losers!" Everyone looked up in his direction, only to see him rearing back in midair. He then thrust forward, spewing fire from his mouth! Fluttershy, Rainbow, Celestia, and Luna immediately flapped their wings and flew up to the ledge above (the princesses grabbing Blaze and Zecora in the process) while everyone else ducked down, the flames passing over their heads.

The heat from the flames overhead soon passed. Silver, his gaze still partly directed towards the ground, looked around and noticed that nobody seemed to have moved from their spots. He stood up and pointed at Garble, saying, "Ha! You missed!"

His triumphant feeling was cut short when he heard a scream from Applejack. He looked back to see the orange earth pony scrambling off to the side on her hind legs, exclaiming, "MAH HAT'S ON FIRE! HELP!"

While Rainbow, Twilight, Tails, Silver, Braeburn, and Little Strongheart moved to help her, Sonic stood up and dashed towards Garble, yelling, "Hey! Not cool!" Before the red dragon could react, Sonic leapt up towards him and delivered a Homing Attack to his chest, pushing him backwards for a few seconds before bouncing off of him, sending the dragon crashing down to the ground, ending up on top of the other two dragons who were still recovering from Twilight's earlier magic attacks.

While Garble and the other two dragons lay on the ground, Sonic looked back after landing to check on the others. Rainbow Dash, Braeburn, and Little Strongheart had managed to restrain Applejack, allowing Twilight to use her magic to yank the hat off the cowpony's head and send it into the awaiting arms of Silver, who instantly began patting it down with his hand to try to snuff the flame out while Tails began spinning his tails around from one side and Twilight began blowing on it from the opposite side to put the flame out.

Rainbow, Braeburn, and Little Strongheart let Applejack go once she calmed down a little and walked with her over to Silver, Tails, and Twilight, who were no longer working to put the flame out. Once they were close enough, Applejack asked, "Is it…?"

Silver looked at her and carefully said, "Sorry, Applejack. We put it out, but…" He looked down at the hat and then held it out towards her. Applejack immediately saw why he stopped talking. On one side of the hat, there was a noticeable hole, the material around the hole burnt black.

Spike, Rarity, and Pinkie Pie came over as Applejack took the hat in her forehooves, still looking down at the hole. She clutched it to her chest, sighing, "Aw… dang it…"

Pinkie bounced over to Applejack and nuzzled her, saying, "Don't cry, Applejack. It'll be okay. Hey, maybe you can get a brand new hat! One that's even better than this one!"

Applejack turned to her and gave her a flat look as she said, "Pinkie, this hat means a lot ta me. Ah can't just replace this, and Ah certainly can't fix this mahself."

Pinkie shrank back a bit at that, "Oh…" She then perked up, "Well, maybe you can cover it up! It doesn't look that bad!"

Sonic started walking over and Fluttershy, Celestia, and Luna flew down from the ledge (Celestia and Luna setting Blaze and Zecora down near Rarity's gem pile) and began walking over as well as Rarity spoke, "It certainly doesn't, Pinkie. In fact, I think I can fix it!"

Applejack looked at her funny, "Y'all can do that, Rarity?"

Rarity simply smirked, "Remember the dresses I made for the Grand Galloping Gala? I designed EVERYTHING about them, including the accessories. It should be relatively easy to fix your dear hat once we get back to Ponyville."

Applejack stood up and put her hat back on her head. She then said, "Fine. But Ah want it back the way Ah've always had it." She pointed a hoof directly at the fashionista as she went on, "Don't you go applyin' any o' yer fancy designs ta it! This here's an Apple family hat and it's gonna stay that way!"

Before Rarity could respond, Iblis suddenly let out a deafening roar, causing Sonic, Fluttershy, Luna, and Celestia to stop as everyone covered their ears. A second after it died down and everyone took their hands/hooves off their ears, Pinkie's tail went wild. "Ooh! Twitchy tail!" the pink pony exclaimed. Everyone began looking up and around at that, knowing that meant something was going to fall.

Suddenly, the purple dragon yelled, "Hey, watch out!" Sonic looked to see the dragons scrambling off of each other and quickly spreading their wings and taking flight. Looking up, he saw why they were doing that: a stalagmite bigger than any of the ones on top of the lava had just broken off from the ceiling!

"Heads up, guys!" he yelled as he turned and started running towards them, not wanting to be near the stalagmite when it struck the lava. Everyone's eyes widened when they saw the stalagmite coming down, but Silver, Twilight, and Celestia quickly straightened up and, as the stalagmite fell, Silver held his hands up, channeling his psychic energy into them while both Twilight and Celestia's horns lit up with their magic, all three of them focusing on it.

The stalagmite was soon surrounded by an aura composed of green, magenta, and yellow, its descent beginning to slow as Twilight, Silver, and Celestia poured their energy into their auras. Before the stalagmite's tip could touch one of the other stalagmites or the lava, it stopped in midair and was turned on its side. It then floated over towards the group, stopping a short distance above and in front of everyone, still floating as Celestia, Twilight, and Silver seemed to be debating what to do with it.

Sonic and the others looked up at it, Tails saying, "Whoa, that thing's huge! And yet you guys are holding it up like it's nothing!"

Twilight cracked her eyes open and said, "Well, it's not as hard since we're all working to hold it up. But what should we do with it?"

Pinkie Pie suggested, "It looks like a big dart! Maybe you could throw it at Iblis and hit it on the bull's-eye!"

Silver asked, "You think we should throw something like this at Iblis, Pinkie Pie?"

Twilight said, "Well, Sonic suggested that maybe you should throw something bigger at Iblis to defeat it, or at least damage it."

Silver asked, "Something bigger? That's…" He looked up at the stalagmite for a moment before looking in Iblis' direction and back up at the stalagmite. "That's not a bad idea, actually," he concluded.

Tails asked, "Um, even with the three of you, isn't it going to be kind of hard to throw something that shape that's that big?"

Braeburn said, "Yeah, Ah was wonderin' 'bout that mahself."

Celestia mused, "I suppose it could, especially if we don't all release it at the same time."

Silver grunted, "Guess we'll have to make it smaller then." A roar from Iblis caught his attention, causing him to raise a hand to his chin in thought, "_Maybe…_"

Sonic said, "Looks like you'll need time to do that, Silver. I can keep Iblis busy while you do that."

Luna spoke, "I would also like to help."

Silver looked at them and said, "If you both could, that would be great. Actually, Luna, if you could catch any rocks that Iblis throws and bring them here, it would help with this idea I just had." Although they wondered what idea Silver had, both Sonic and Luna nodded.

Fluttershy squeaked, causing everyone to look back at her. She pointed, "Those dragons… They're coming back…" Everyone looked and saw that she was right; it seemed as though the teenage dragons had decided nothing else was going to fall and were now moving back towards the group. And they didn't look too happy…

Twilight grunted in annoyance, "Ah, right. We can't forget about them either."

Rainbow spoke, "You guys do whatever you have to do! Tails and I can keep those jerks busy!" While he was surprised about being volunteered so suddenly, Tails nodded in agreement.

Silver nodded, "Great!" He looked at Celestia and asked, "Excuse me for asking, Princess Celestia, but is it possible for you to hold this stalagmite up yourself?"

Rarity was about to scold Silver for asking the princess such a thing, but Celestia calmly responded, "It is no trouble, Silver. I assume you're going to need your hands to make this stalagmite smaller?"

Silver nodded, "Unfortunately. I can't hold something up with my psychokinesis and use Psychic Knives at the same time."

Celestia said, "Then I will hold it up for as long as it takes to shrink it to an appropriate size."

Applejack asked, "What should the rest o' us do?"

Sonic answered for Silver, "Why don't the rest of you stay back and guard Blaze and Zecora? It wouldn't be good if they got hit by a stray attack after all, and someone's gonna have to be ready to carry them once we've taken care of Iblis."

Little Strongheart nodded, "Good point. Just be careful, all of you."

Everyone nodded, Silver saying, "You guys too."

Sonic said, "All right, let's do this!" With that, he and Luna turned and headed towards Iblis while Tails and Rainbow Dash flew up towards the teenage dragons, trying to draw their attention away from Sonic and Luna.

While the two groups went about keeping their targets distracted, Twilight and Silver released their holds on the stalagmite, allowing Celestia to take it for herself. As Silver began using Psychic Knives to chip away at the rock and Twilight started channeling her magic into her horn, she glanced over at Silver and asked, "What exactly do you have in mind for those rocks Iblis is throwing, Silver?"

Silver swept another Psychic Knife at the stalagmite and Twilight fired a trio of smaller beams like the ones her brother used against King Sombra at it before the hedgehog replied, "I'm gonna throw them back at it again, but this time, they're gonna combine with this stalagmite to make a much stronger attack. Considering Sonic and Luna have already hurt Iblis and will probably hurt it some more, this'll probably be enough to take it out!"

Twilight nodded, "I see. So we just need to convert this stalagmite into a more compact form that's better for throwing."

Silver replied, "That's right. We're gonna make our own Tom!"

Rarity's eyes widened for a moment at that name before they narrowed and she nearly shrieked, "Excuse me?!" Silver and Twilight stayed focused on the stalagmite so they wouldn't have to see the look Rarity was giving them. Applejack, meanwhile, had fallen over and was laughing her flank off.

**Soon…**

Spike looked over the situation as he, Applejack, Braeburn, Little Strongheart, Rarity, Fluttershy, and Pinkie Pie stayed close together. Sonic and Luna had done a great job keeping Iblis preoccupied, Sonic doing most of the distracting himself while Luna caught Iblis' rocks with her magic and took them to Twilight, who held onto them with her own magic. Tails and Rainbow Dash, meanwhile, were still managing to keep the teenage dragons busy, but they were both beginning to tire out and they had already experienced a few close calls. "_Come on, Twilight, Silver! Hurry up, you guys!_" Spike internally cried.

After dodging another round of rocks from Iblis, Sonic watched as Luna dashed away with them in her magic grip. He then looked up at Rainbow Dash and Tails, his eyes widening as Tails narrowly missed getting roasted by the purple dragon. He cupped his hands around his mouth and called, "Tails, Rainbow Dash! Come down and take a break, guys! I won't be able to catch you if you fall in the lava!" The two heard him and took the hint, evading the dragons one last time as they flew towards the others, Sonic following after them once they flew over his head. The dragons took a moment to land and catch their breaths before going after them.

Once the three of them got back to the others, they saw Twilight and Silver's… mental work. They had chipped the stalagmite down considerably, giving it a more rounded shape like a boulder. It looked to be quite a bit bigger than the original Tom. As Tails and Rainbow Dash stood with their knees bent and panted, Sonic looked at Twilight and Silver and asked, "Is it ready?"

Twilight replied, "Almost. We just have to add the flaming rocks." She moved said rocks forward at that.

Silver took the rocks from Twilight and surrounded the new Tom with them, taking the whole thing from Celestia's magic grip, the Solar Princess seeming a bit relieved at no longer needing to hold it up anymore. After looking it over for a moment, Silver said, "Yeah, we're ready. I just need a good shot at Iblis now." He looked at Sonic and asked, "Sonic?"

The blue hedgehog grinned, "Leave it to me!" He turned and dashed in Iblis' direction, plowing right through the teenage dragons as he went (Tails could swear he heard the sound of bowling pins being struck when Sonic crashed into them). He ran as far as he could go and cupped his hands around his mouth, yelling, "Yo, flame breath! Your mom was a salamander, and your dad solidified after you were born!" Both Rainbow Dash and Applejack snickered at that.

Iblis looked in his direction and growled loudly. Sonic waited until it was done growling before going on, "Yeah, I'm talking to you! I know baby dragons that can make better flames than you!" He paused for a second, lowering his hands before shrugging, "Well, one anyway." Spike seemed to puff up in pride upon hearing that last bit.

Iblis roared angrily and then disappeared beneath the surface of the lava. A second later, it burst out of the lava, soaring through the air directly towards Sonic! The blue hedgehog leapt backwards before Iblis landed, the huge lava worm crashing head first into the stalagmite the hedgehog had been on and getting its pincers caught around the stalagmite's midsection.

Iblis growled at Sonic as he stood (basically) across from it. The hedgehog waved his hand in front of his nose, saying, "Whoa, your breath stinks! How would you like a psychic breath mint?" With that, he jumped and delivered a quick Homing Attack to its forehead, hitting it right in its third eye. As Sonic rebounded back off towards the others and Iblis was sent flying, Sonic called, "Now, guys!"

Twilight said, "Here comes Tom 2!"

Ignoring Rarity's high-pitched squeal at that name and a round of laughter from Applejack and Rainbow Dash, Silver quickly levitated the new Tom (with the rocks still surrounding it) up and sent it flying in a straight line towards Iblis, yelling, "Meteor Smash!" It flew over Sonic's head (the hedgehog rolling on the ground after landing on one of the stalagmites) and struck Iblis right in the forehead before it could disappear back below the lava. It hit so hard that Iblis was knocked back into the wall, where Tom 2 gave off a fiery explosion, forcing everyone to shield their eyes.

When they looked again, they saw Iblis' tail sinking into the lava, following the rest of Iblis. Just as its tail was about to disappear from view, a ring of flames suddenly burst from it, spreading out like a wave! It swept past the stalagmites, but it didn't go on top of them and the flames disappeared as soon as they hit the rocky wall. Before anyone could relax, however, the ground (if you could call it that) started shaking beneath them!

"What's happenin'?!" Braeburn exclaimed as he tried to keep his balance.

"Is this that demon's doing?!" Luna wondered.

Tails looked at the lava, noticing the way it was moving. It almost looked like… "Iblis must have triggered something within the volcano! Like another eruption!" he exclaimed.

Sonic started running towards the others, calling, "It's trying to take us down with it! It's time to bail!"

Twilight looked at Spike and said, "Spike, the ring!"

The baby dragon straightened up at that, "Oh, right!" He moved the ring out from under his arm and took it in both of his claws, bringing it up over his head and throwing it forward. It flew straight for a second before it stopped and expanded with a *PHVWOW*.

Sonic ran up alongside the ring and placed his left hand on its side, the shimmering surface inside the ring faintly showing the clearing in front of Zecora's hut. Rainbow flew straight towards the ring, leaving a rainbow trail behind her as she flew up to the ring and hovered above it. "Come on, you guys! Let's go!" she called.

Silver could see that the shaking was still keeping all the non-flyers from finding a stable footing. Eying the trail Dash left, he focused his psychokinesis on it before it could disappear completely and began to manipulate it, lowering it down so it didn't exactly touch the shaking stalagmites, but also led straight to the Warp Ring. He looked at the others, saying, "Here, use this!"

Twilight, while carrying Spike on her back and Blaze and Zecora with her magic, managed to get on top of the rainbow trail and found it to be solid thanks to Silver's psychokinesis. "Thanks, Silver!" she said before running across it, the others quickly following. Applejack went through after Twilight, followed by Rarity (carrying her gem pile), Pinkie Pie, Fluttershy, Little Strongheart, Braeburn, Tails, and the princesses.

As he released his psychic grip on the rainbow trail (causing it to disappear), Silver looked down at the lava and saw that, in addition to its more liquid-like movements, it was beginning to rise. He then looked over at Sonic and Rainbow, "That just leaves us now!"

Sonic gestured to the ring and said, "After you guys!"

Rainbow nodded, "See you on the other side!"

The teenage dragons, in all the confusion, had finally managed to recover from being bowled over and were now noticing all the activity around them. "Hey, I don't like the look of all this!" the brown dragon said.

The purple dragon looked over and saw Rainbow Dash flutter down from where she was hovering above the Warp Ring and fly through it. "Hey, looks like they're using that ring thing to get out of here!" he pointed out.

Silver ran over and jumped through the ring as Garble said, "Wherever they're going is good enough for us right now!" Sonic looked over as the dragons started moving in his direction. He looked at them for a moment before gripping the side of the Warp Ring with his left hand and swinging himself around, going through it on the side opposite the teenage dragons. As the ring began to shrink, the teenage dragons managed to slip through it just seconds before a sudden lava wave fell over the spot where the ring had been.

* * *

><p>The teenage dragons grunted as they hit the ground face first. They quickly recovered from the sudden landing, at which point they realized something was different. Looking down at the ground, they realized that it was completely white and felt like dirt and grass. "What's going on? Where are we?" the purple dragon asked.<p>

Before Garble could answer, they heard voices behind them and turned to see Sonic, Silver, and Rainbow Dash standing a short distance away. Silver was speaking, "Those were some pretty cool maneuvers back there, Rainbow Dash. I was focusing on getting that stalagmite chipped down to size, but I did get a good look at some of them."

Rainbow rubbed a hoof over her chest as she smugly replied, "Well, of course! I'm always working on my moves! The Dash does everything with a little bit of awesomeness!"

Sonic and Silver couldn't help but smile at attitude. Silver then looked at Sonic and said, "And Sonic, you did a good job back there too. Just what I'd expect from the real deal."

Sonic grinned as he shrugged, "Well, I try."

Silver reached back into his quills with his right hand and pulled out the silver Chaos Emerald. He looked at it for a moment before looking at Sonic and holding out to him, saying, "Here, you can have this, Sonic. You guys are collecting them, right?"

Sonic looked at the Chaos Emerald as he replied, "Well, yeah. No doubt they're going to come in handy fixing this mess." He then looked up at Silver and asked, "But are you sure that's okay? You're not going to need it later?"

Silver nodded, "I'm sure. I wasn't really planning on using it for anything. Besides, you proved yourself back there. You deserve it."

Sonic said, "All right, if you say so, dude!" He held out his right hand and closed it around the top of the Chaos Emerald, taking it from Silver's hand.

Garble finally chose this moment to speak up, yelling, "Hey, hold on a minute!" The trio turned to look at him and the other dragons, noticing them for the first time. Garble went on, "You hand over that gem right now! If you think we're going to give it up now, you're dead wrong!"

Before he could continue, Applejack called, "C'mon over here, y'all! The color's comin' back!" Sonic, Rainbow, and Silver turned to look at the rest of their friends, who were standing in front of Zecora's hut with Blaze and Zecora in front of them, and ran over to join them, the teenage dragons forgotten. As they joined the group of friends, they saw that Applejack was right. The grass in the clearing had already regained its color, and Zecora's hut and the surrounding plant life was beginning to regain its color as well. Within a minute, the color had completely come back to the clearing.

Looking to Blaze and Zecora, they saw that they were beginning to regain their color as well. Blaze was the first to recover, and to Spike and the ponies' surprise, she, after blinking several times, leapt up, turning around in midair and landing on top of the nearby tree branch coming from Zecora's hut. She then quickly jumped again, landing on top of the hut directly beneath the canopy covering with her arms crossed.

Zecora, meanwhile, finished regaining her color. After blinking twice, the zebra examined her body, smiling when she was sure she was back. She then looked at the group and spoke, "I was afraid when the creature grabbed me, but now I am pleased. You came to rescue me, so my worries are eased."

Blaze, having noticed Sonic, Tails, and Silver among the group of unfamiliar faces and deeming it safe, leapt down from the top of Zecora's hut, landing next to the zebra. She stood up straight and said, "I must extend my thanks to you all as well. Although I do dislike relying on others, I am grateful for your aid. The creature was… too much for me to handle alone." She held her arms out in front of her and clenched her fists as she finished speaking, seeming to be slightly upset that she could not do more. Silver, Sonic, and Tails nodded at her, Silver holding up his left hand and clenching his fingers into a fist while looking down.

Before anyone else could say anything, Garble angrily yelled, "HEY!" Everyone turned to look at the teenage dragons, each of them raising an eyebrow in confusion. "You don't get to turn your backs on us! We want all of those gems you idiots have, and we want them now!" he stated.

Sonic tsked, wagging a finger as he said, "Are you guys still going on about that? Why don't you give it up already?" He lowered his hand and smirked, "Being over persistent won't win you any popularity contests, you know!"

Blaze and Zecora stepped forward, joining the others. Blaze looked at Silver and asked, "Who are these three?"

While glaring at the dragons, Silver replied, "They're a bunch of thugs, Blaze. Thugs that don't know when to back off when someone says 'no'."

The purple dragons growled, "You trying to be smart, white guy?"

Spike said, "Hey, Silver's only telling her the truth! There's nothing wrong with that!"

Celestia spoke, "You three have caused quite enough trouble for one day. As co-ruler of Equestria, I order you to cease your efforts at once."

Zecora said, "With Princess Celestia, I most certainly agree. Leave here now or in more trouble you will be."

Garble smirked, "Oh yeah, like I'm afraid of you. What are you going to do, rhyme me to death? Let's see how you like this!" He then reared back and thrust forward, unleashing a plume of flames from his mouth!

Spike, Tails, Zecora, and the ponies all took a step back at that, Tails saying, "Oh no! That's sure to spread to the rest of the Everfree Forest!"

Sonic and Silver looked at Blaze, Sonic asking, "You got this, Blaze?"

Raising her left hand up, Blaze replied, "Of course I do, Sonic." She then snapped her fingers; as soon as she did, something started to happen to the flames. They were going in a straight line before, but now they were starting to angle down towards the ground, striking the ground right in front of Blaze. Instead of spreading out like everyone expected, they instead stayed there for a moment before what looked like a snake's head made of flames stretched up out of the flames, stopping when it was eye level with Blaze. Spike, Zecora, and the ponies looked on in awe; despite the fact that it was made of flames, it looked like a real, coiled up snake that was extending its head up.

Even the dragons were shocked by what they were seeing. "Wh-what the-?!" Garble exclaimed.

While stroking the fire snake's head with her right hand, Blaze said, "My soul is alit with flames. I can control them, create them…" she raised her hand and snapped her fingers, the fire snake immediately disappearing; she then gave the dragons a piercing stare as she finished, "and end them."

Spike muttered, "Whoa…"

Garble grunted, "Huh. Never would have expected a kitty cat to be able to do that."

A vein grew on Blaze's forehead when she heard that. "What did you just say?" she asked with a noticeable sharpness in her voice.

Sonic crossed his arms and whistled while rolling his eyes, "Oh boy, he did not just call the princess of another dimension and the guardian of the Sol Emeralds a kitty." The expression on Silver's face indicated he also knew what was about to happen.

Garble smirked, "Oh, so she's a namby pamby princess too? Well, isn't that-?" He didn't get a chance to finish; in the blink of an eye, Blaze dashed from the spot where she was standing and right up to Garble with her right fist in front of her, slamming it right into the dragon's stomach as the trail of flames left in her wake started to shrink. Removing her fist from his stomach, Blaze stepped back as Garble fell to his knees. "Guh…! You… Ugh! How…?" he groaned as he tried to recover from that sudden strike. Blaze's only response was to strike again, this time kicking him in the face with her high-heeled shoes and sending him flying onto his back.

Once again, Spike, Zecora, and the ponies were in awe at Blaze's display while the dragons just looked shocked. Silver, meanwhile, grinned, "Looks like they just found out you've got claws, huh Blaze?"

Blaze nodded, "A smart falcon hides its claws from view. So, am I still 'namby pamby'?"

The brown dragon stuttered, "Er, no, sir, ma'am! You're tougher than that!" He and the purple dragon quickly moved back, reaching down and grabbing Garble by his arms to pull him up.

As they finally managed to get him on his feet, Garble glared at the brown dragon and growled, "Are you kidding me?! You're just going to give up because she's 'tougher than that'?! Well, I'm not! She's going to pay for this!" Before either dragon could reply, Garble broke free and ran towards Blaze, who lowered herself into a fighting stance.

As they started fighting, Luna looked at Sonic and asked, "Should we help?"

Sonic looked over at Blaze and Garble, noticing the way Blaze was nimbly dodging Garble's attacks (moving to the side when he punched, leaping up when he tried to use his tail to knock her feet out from under her, and ducking under his wings) before he replied, "You can, if you want. But I don't think it's Blaze who needs the help."

Blaze continued to dodge Garble's anger-induced attacks for about a minute before finally catching his fist in both hands. She then gave him a hard push backwards, throwing him off balance for a few moments. She then dashed up to him and jumped on him, placing her hands on his shoulders. She then jerked back, falling to the ground and bringing the dragon with her! As soon as her back touched the ground, she brought her right foot up and planted it against his stomach, mentally engaging her fire abilities as she did. As she pushed up with her foot, a burst of flames suddenly blasted out of her shoe, sending Garble flying. He landed on his back near the other two dragons, groaning. Sitting up, Blaze looked back at them and said, "I've had enough of this." She looked at Silver and asked, "Silver, do you mind taking care of them?"

The hedgehog replied, "Gladly!" He ran towards the dragons as the brown and purple dragons were helping Garble get back on his feet again. Just as he finished getting up and finding his balance, Silver grabbed them with his psychokinesis, his green aura surrounding the dragons and his left hand. He glared at them for a moment before saying, "Take THIS!" As he spoke, he swung his arms outward, blasting them with his psychic force and sending them flying straight through the canopy of the Everfree Forest!

**Soon…**

Following the 'departure' of the teenage dragons, introductions had been made for both Blaze and Zecora. Afterwards, Zecora went to check that everything in her hut was present while Twilight's friends began to crowd around Blaze, keeping Twilight, Spike, Celestia, and Luna from getting a chance to talk to her. While Applejack and Rainbow Dash cheered her for her display and Fluttershy was her usual shy self around her, Rarity and Pinkie Pie were a bit more intrusive. Rarity appraised her clothing like the fashionista she was, and Pinkie Pie was her usual bubbly self, being cheerful and jumping from one topic to the next, unknowingly making Blaze feel very uncomfortable. Sonic and Silver eventually had to step in and convince them to give Blaze her space.

It was at this moment that Zecora came out of her hut wearing a concerned look on her face. Tails noticed her coming and asked, "Is everything okay in there, Miss Zecora?"

Zecora smiled, "Please, young Tails, there is no need to use 'miss'. Saying my name itself is fine and would not be amiss." Her smile then eased off as she said, "As for your question, it's not all okay, that's for sure. Several potions and my saddlebags are unaccounted for."

Little Strongheart asked, "You mean they've been stolen?"

Zecora replied, "That is the only thing I can guess at this time. But it begs the question: who would commit such a crime?"

Braeburn looked at Applejack and said, "Cousin Applejack, you know Ponyville better than Ah do. Is there anypony in town who'd wanna do such a thing? Ah don't mean to speak badly about anypony, but stealin' from a zebra? T'ain't right."

Applejack replied, "Nopony in Ponyville's ever had anythin' against Zecora since we found out the truth 'bout her. And Ah doubt the Changeling Queen or Gilda woulda taken her potions or bag for any reason." She looked at Rainbow Dash and asked, "Gilda didn't do anythin' funny durin' yer race with her, did she, Rainbow?"

Rainbow replied, "Other than try to cheat by dropping Scootaloo off the clouds, no. I tried to keep an eye on her throughout the race, and she didn't go off the course or anything like that. Besides, what would Gilda do with potions anyway?"

Applejack grunted, "Ah don't know! That's why Ah'm askin'! You know that griffin better than any o' us!"

Tails said, "Well, that crosses both the Changeling Queen and Gilda off the list."

Silver asked, "So where does that leave us?"

Blaze said, "It sounds like it leaves us no closer to the answer."

Sonic crossed his arms, "Yeah, we've got nothing right now. No suspects, no evidence…" He looked over at Zecora and asked, "Did you see anything out of place in your hut that looked like it could be a clue, Zecora?" The zebra shook her head. Sonic then looked at the others and finished, "Then all we're doing right now is going around in circles, asking questions that we don't have any answers to."

Celestia nodded, "I agree with Sonic. There is nothing more we can do here right now. For now, we should head back to Ponyville. Perhaps some of the citizens noticed something or somepony unusual enter or exit the forest."

Pinkie Pie popped up in front of Zecora and said, "Don't you worry your stripy head, Zecora! We'll track down that mystery thief and make them give back everything they stole from you! Just like when we solved the mystery of who ate the Cakes' MMMM! Did I ever tell you about that time? Oh, it's a really good story! You see…"

Pinkie was silenced (somewhat) when Rarity came up behind her and slapped a hoof over her mouth, causing Zecora to raise an eyebrow at her while Pinkie talked into her hoof. Rarity laughed nervously, "Well, those details aside, Pinkie is right, Zecora. We will most certainly help you in any way we can." She then backed away nervously while dragging Pinkie, Zecora still looking at her oddly.

Sonic looked over at Tails and asked, "Hey, Tails, is your radar picking anything up?"

The fox reached into his tail and pulled out his radar, flipping it open and examining it for a few moments. He soon looked up and said, "Uh, no. I'm not getting any new signals right now. But it'll let me know right away if it picks anything up."

Blaze asked, "What kind of radar is it, Tails?"

After putting the radar away, Tails answered, "Well, since time is all messed up right now and portals to various locations and time periods are showing up all over Ponyville, I made this radar out of the spare parts from Eggman's old Badniks to detect the signals of new portals when they appear. Makes finding them easier for us, you know?"

Silver asked, "And you made that out of old Badnik parts?" Tails nodded.

Blaze smiled, "You mechanical prowess continues to amaze me, Tails." Tails blushed and giggled a bit at that.

Sonic spoke, "Well, since nothing's showing up on the radar right now, we should have time to check around Ponyville like Princess Celestia said."

Applejack took off her hat and said, "Yeah, and maybe Ah could get this fixed while we're at it. Ah don't particularly like havin' a flame hole in mah hat."

Rarity finally took her hoof off of Pinkie's mouth, the party pony saying, "And then I said, 'Oatmeal?! Are you crazy?!' I mean, I've…"

As Pinkie continued to ramble about how some things shouldn't go together (before switching to another subject), Rarity shook her hoof, making sure Pinkie hadn't gotten any spittle on it before turning to Applejack and using her magic to take her hat from her hoof. "I will take care of it as soon as we get back to Ponyville, Applejack darling. I need to take all of these gems back to the Carousel Boutique anyway," she said.

Sonic looked over at Zecora and asked, "Hey Zecora, you want to come with us? I'm sure you're used to the Everfree Forest and all, but right now, it might not be a bad idea to hang around Ponyville."

Zecora nodded, "After seeing that creature, I would have to agree. I wonder now if it has before been in the Everfree."

Celestia said, "Then let us go now. There is no time to waste." With that, she turned and started walking in the direction of Ponyville. Luna soon turned and followed after her and so did everyone else after Spike climbed onto Twilight's back.

As they walked through the Everfree Forest, Twilight noticed Blaze was talking to Silver. For a moment, she considered waiting until they got to Ponyville to try to talk to her, but then decided that now would probably be the best time. Quickening her pace slightly, she walked until she was walking alongside Blaze, though still letting her have her space. When there was a break in Blaze and Silver's conversation, Twilight spoke, "Uh, excuse me… Princess Blaze?"

Blaze looked over at her and said, "Please don't address me by my title. It means nothing here in Equestria, and I don't like it when my guards address me by it."

Twilight looked nervous at that, saying, "Sorry…"

Blaze waved a hand and then asked, "So did you have something you wanted to say to me, Miss…?"

Twilight perked up a bit at that and said, "Oh, right! You might not have heard earlier because Pinkie Pie and Rarity were talking to you, but my name is Twilight Sparkle. And this is Spike, my friend and number one assistant." She gestured to the baby dragon sitting on her back as she said that last part.

Spike, for his part, waved while saying, "Hi!"

Blaze looked at Spike, "Oh, um, hello. I can't say I've ever had the privilege of meeting a baby dragon before…" Spike seemed satisfied to hear that. Blaze then looked at Twilight and asked, "So is there something you wanted, Miss Sparkle?"

Twilight replied, "Uh, well, earlier I was talking with Sonic and Tails about some of the things my friends and I have gone through since Spike and I moved to Ponyville. And during a few of those conversations, Sonic mentioned you."

Blaze raised an eyebrow, "He did?"

Twilight nodded, "Yeah. He told me a bit about you and said some nice things about you. Things that made me want to meet you."

Blaze's expression returned to normal at that. "Oh. What did he say, exactly?" she asked.

Twilight replied, "Well, he told me that, until you traveled to his world and met Cream and Cheese, you were kind of a loner, preferring to do things by yourself. Is that true?" Blaze nodded in confirmation, so Twilight went on, "That's kind of like how I used to be before Princess Celestia sent me to Ponyville. Except for my brother and Spike, I didn't really have any friends. I was too focused on my studies and thought the idea of having friends was… silly."

Blaze asked, "But you learned otherwise?"

Silver nodded, "You sure don't seem like that now, Twilight."

Spike giggled, "Yeah, but other than that, she hasn't changed that much!"

Twilight glared back at him for a moment before turning back to Blaze and Silver and saying, "Yes, I did learn that there's nothing wrong with having friends; in fact, they're great things to have. I realized this when they insisted on helping me after I read about a thousand year old prophecy and wanted to stop it. They helped me every step of the way, and we succeeded in preventing the night from becoming eternal and saving Princess Luna. After that, I wanted to stay in Ponyville with my new friends, and Princess Celestia allowed me and Spike to."

Blaze nodded, "I see. That reminds me of what happened when I first met Cream, Sonic, and their friends for the first time. The Sol Emeralds that keep my world alive had been taken by Dr. Eggman, and as I followed him, I was sent to Sonic's world, where I set about trying to retrieve them from him. Shortly after I set out, I met Cream and her Chao friend Cheese, who insisted on coming with and helping me. I was initially confused by her actions, and did not agree with her and her other friends when they said I should seek out Sonic. We eventually fought, which is when I realized that I was wrong for thinking I could save my world by myself, and after I saved Cream from Dr. Eggman, Sonic and I set everything right and I departed for my world."

Twilight smiled, "Well, it seems like you've become good friends with Sonic, just like I've become good friends with Applejack, Pinkie Pie, Rainbow Dash, Fluttershy, and Rarity."

Blaze nodded, "I have. I've reflected on everything that Cream, Sonic, and their friends have taught me, and I see the wisdom in them. While I am still wary around others and still try to handle things by myself, I am more open to… social events and spending time with friends. Honestly, at times, I feel foolish for being alone for as long as I was."

Silver patted her on the shoulder while saying, "Don't worry about it, Blaze. That kind of thing happens to all of us. Besides, you admit that you've changed; that's a good sign if I ever saw one. Despite what Spike says, I'm sure Twilight's changed a lot too."

Zecora stepped up alongside Twilight and spoke, "She has indeed, Silver, and as she learns, she changes still. Since her arrival, she has done much and become a part of Ponyville."

As their conversation continued, Sonic and Tails, who were walking a little further ahead, listened in as they walked. Tails soon smiled at Sonic, "You were right, Sonic. They're getting along great."

Sonic nodded, "I had a feeling they would. It never hurts to know someone you can relate to."

As they continued walking, a thought began to work its way up into Twilight's brain. When they were near the edge of the Everfree Forest, Twilight looked at Silver and asked, "Hey Silver, what did you call that crescent-shaped blade of energy you made before?"

Silver thought about her questions for a moment before the answer hit him. "Oh, you mean the Psychic Knife?" he asked.

Twilight nodded, "Yeah, that. How do you do that? Is it something you've mastered?"

Silver replied, "Uh, sort of. I came up with it and perfected it after hours of training my psychokinetic powers. Why, why do you ask?"

Twilight looked down at the ground as she started, "Well, this might sound a bit silly, but…" She looked up at Silver and asked, "I was wondering if you'd be willing to teach me how to do it?"

* * *

><p>First of all, before I get started, I just wanted to point out that I wanted to do something different with the music, thanks to a suggestion by frutineo to actually put the music in the story. Let me know if opening the links in a different tabwindow works for you. If you prefer this, I'll stick with this style for the rest of the story. Anyway...

First of all, I want to apologize for how late this chapter is. Oh sure, I said I had a busy October, but still, it's really late. Part of the reason for that is since it was already going to be late, I wanted to make it as good as possible to make up for the lateness. And of course that usually means making it longer, which takes even MORE time. Kind of a reverse Sonic '06 if you think about it. I stuck a bunch of stuff in here, so I hope it was worth the wait.

I'd also like to point out this comic made by SonicGuy15 on DeviantArt:

gallery/#/d5gpzex

While this scene did not make it into the story, Blaze's fight with Garble at the end of the chapter was inspired by it. Had I not decided to have Braeburn, Little Strongheart, and Silver appear in this chapter, and have Blaze do something, Shadow and Gilda would have definitely appeared in this chapter. It would have made the chapter a lot shorter, but that's beside the point.

Now, before the chapter notes, I'd like a little input from all the patient readers who I've left hanging for so long. I'm trying to decide (and this is not related to how late this chapter is) what level to use for "Sonic Unleashed". I've narrowed it down to two choices: Dragon Road or Skyscraper Scamper. So what do you guys think? Should the ponies get a taste of the Far East on their adventure (I could totally see there being a place called "Hoofkaido" somewhere outside of Equestria)? Should they visit Sonic's world's equivalent of Manehattan? Or maybe a little of both?

Oh, and there's another thing I wanted to ask. Has anyone ever used a song in their story? I'm planning to have some of the characters sing a song in the next chapter and, aside from one story, I've never really done that in a story before. I could use some pointers.

Now then...

Sonic's mention of flowers that make someone itchy and puff up like a balloon is a reference to the poison flowers from the "Adventures of Sonic the Hedgehog" episode, "Pseudo Sonic".

Sonic's mention of Mazuri from "Sonic Unleashed" is a reference to the people living there and the fact that zebras can be seen there.

When Sonic jumps into Zecora's cauldron, the sound he makes is supposed to be the Warp Pipe sound effect from "Super Mario Bros.".

Sonic's referencing the critical response to Sonic '06 came from this video: watch?v=JL6ok_DHl2k

Twilight and Tails' talk of Extra-Equestrial ley lines was an idea I originally saw in the fanfic "Halo: On the Wings of Angels" by Gyvon. I mean no disrespect or anything to him, because his story is awesome! I just like the idea he came up with and thought it would be something good for the two, as Dash might say, eggheads to talk about.

When Sonic and Applejack are talking about the Little Planet, they're referencing the fact that Tidal Tempest took place inside of a volcano.

Spike's exclamation "MY TOES, MY TOES!" is a reference to "TMNT: Turtles in Time".

And Silver is Magneto when he first appears.

Sonic wondering if Silver thinks he's a ninja is a reference to Silver's current English voice actor, Quinton Flynn, who also does the voice of Raiden in the "Metal Gear" series.

Both Tails and Silver reference the events of "Sonic Rivals 2" when they're talking about the Ifrit. Tails mentions that Espio told the others what happened sometime after the events of the game because Espio was Silver's partner in that game and he helped Silver stop the Ifrit. This is because, as axeseeker pointed out, Takashi Iizuka confirmed that Eggman Nega is Eggman's descendent and Tails somehow knew this in the 3DS version of "Mario and Sonic at the London 2012 Olympic Games". Probably the only way he could've known this would be if Espio told him.

Silver's talk of the future is based on what he says about it in the DS version of "Sonic Colo(u)rs".

Pinkie's talk of lampshades is referencing the fact that, after Appleloosa, pretty much no one talks about Flame Core again (Lampshade Hanging).

Rainbow adventure time!

Applejack obviously makes a reference to Knuckles' hat catching on fire in "Sonic the Hedgehog: The Movie".

As I mentioned before, Blaze's fight with the teenage dragons was inspired by the comic made by SonicGuy15.

Okay, I think that's it. See you all later!

Music:

World of Darkness - www. youtube. com watch?v=jtubc5s2mJo

Dragon Encounter - www. youtube. com watch?v=QIO_pStY2pA

In the Everfree Forest - www. youtube. com watch?v=gGwc9A61GDU

Zecora's Hut - www. youtube. com watch?v=fuvrCYidrtM

A Mysterious and Ruined World - www. youtube. com watch?v=xyAp8JhtNCI

A World in Flames - www. youtube. com watch?v=2ur5UlKZP3E

Silver Appears - www. youtube. com watch?v=IWUd_yfiJsE

Following Sonic and Silver - www. youtube. com watch?v=HldIbw96C2w

Appleloosa - www. youtube. com watch?v=DlMGdW87Wuo

Sonic vs. Silver - www. youtube. com watch?v=aYof04i2Lpc

The Final Attack and Restoration - www. youtube. com watch?v=i_egWdoNVR8

Silver's Story - www. youtube. com watch?v=3zvjYLAzJb8

Next Course of Action - www. youtube. com watch?v=H0mE0PLqUCw

Reunion - www. youtube. com watch?v=JI-bAF2MidM

Inside the Volcano - www. youtube. com watch?v=UA6HHGw4Ynw

Moving Through the Volcano - www. youtube. com watch?v=1OAFidRWLtw

Iblis Appears - www. youtube. com watch?v=0ZuffYCPcLE

Vs. the Teenage Dragons - www. youtube. com watch?v=jTQIogLBFBs

Silver's Determination - www. youtube. com watch?v=B2Y5RkJ6JkA

No Rest for the Weary - www. youtube. com watch?v=d6sP9vXW9Og

Ending the Battle with a Bang - www. youtube. com watch?v=3pD8Q3gy_y8

Now You Can See, Back in the Everfree - www. youtube. com watch?v=giUV7E31laY

Blaze vs. the Teenage Dragons - www. youtube. com watch?v=0pRmZInUsKA

A New Mystery - www. youtube. com watch?v=UBMn_BFC0Zo

A Talk in the Forest - www. youtube. com watch?v=D2NmqDyAioc


	13. Dragon Road and ?

Silver planted his feet firmly into the ground, wearing a determined expression as he stared at a column of fire across from him, the column half the size of the nearby tree. The silver hedgehog sucked in a quick breath and then held his arms out in front of him, his left hand above his right hand. He made a horizontal wave-like motion with his left hand, creating a crescent-shaped blade of psychic energy over his right hand. After a moment, he made a swing with his left hand, sending the blade flying towards the column of fire. It slashed right through the middle of the column and separated it into two pieces. A snap was heard and a moment later, both pieces vanished completely.

Blaze, who was leaning against the nearby tree, lowered her right hand to her side and stood up straight. She turned to look in Silver's direction and started walking towards him while saying, "Nice work, Silver. You've clearly been practicing."

Silver rubbed the back of his head with his left hand, blushing slightly as he said, "Heh, thanks Blaze." He then lowered his hand and looked to his side at Twilight, who had been watching his actions intently. "That's how you perform the Psychic Knife. Did you get all that?" he asked.

Twilight replied, "Uh-huh. You swept your hand while channeling your psychic energy into it, pushing it out and forming it into a blade. Another sweep and you released it from your grip towards your target."

Silver nodded, "Right! And you can make a vertical swipe to unleash it vertically!"

Blaze stopped across from Twilight and Silver, looking at Twilight and saying, "You have keen observations skills, Miss Sparkle. I can see why your Princess Celestia decided to make you her personal student."

Twilight blushed, "You think so? That's very kind of you to say, Prin- er, I mean Blaze."

Silver spoke, drawing both females' attentions back to him, "Since you've got the observing part down, Twilight, let's see what you can do! Show us your version of the Psychic Knife!"

Twilight nodded, "Okay!" She took a few steps away from Silver and Blaze and looked straight ahead as she stopped, beginning to focus her magic into her horn.

Before she could continue, Blaze said, "Wait!" She raised her left hand and snapped her fingers, a new fire column shooting out of the ground near where the first one had been. She then lowered her arm, "Okay, the target is set up. Go ahead, Twilight."

Twilight nodded and faced forward again, her magic surrounding her horn in her magenta aura as she focused on the fire column. After a second, she turned her head slightly to the side and moved her neck back a bit. She then made a few practice sweeping motions with her head, making sure she was making a straight line before focusing more of her magic into her horn. She then made a quick sweep with her head, willing the magic to come out of her horn. Silver and Blaze looked on as a crescent-shaped blade composed of magic energy began to form where her horn had swept.

A second later, the blade broke up into a multitude of wisps, all of them dissipating as they broke away from each other. Twilight went from looking surprised at what happened to looking worried as she raised her left hoof to her mouth. She looked back at Silver and Blaze, the latter raising her arm and snapping her fingers, causing the fire column to vanish from existence.

Twilight looked forward again and faced the ground with a look of shame. That did not go well at all for her. "_So much for learning how to use the Psychic Knife…_" she thought to herself. She tensed up as she heard footsteps coming up behind her, stopping when they were in front of her.

A tense moment (for Twilight) passed before Silver asked, "Why are you looking at the ground, Twilight?"

Twilight looked up at him and Blaze in surprise, "Uh…"

Silver realized what she seemed to be thinking and said, "Look, don't worry about not performing it perfectly the first time. I didn't expect you to pull it off; considering the difference between psychokinesis and magic, I wasn't sure you'd be able to do what you did just now. And I mean that in a good way."

Twilight murmured, "Uh… okay. But still, I thought I could hold it longer than that…"

Silver placed his hand on her shoulder, "It's all right. Heck, the first time I performed the Psychic Knife, I did it completely by accident."

Twilight asked, "Really?"

Silver nodded, "Yeah! And when I tried to do it normally afterwards, it took me who knows how long to get close to the same result. I'd say you're on a good start towards learning it already."

Blaze spoke, "I agree. And I had similar problems learning to control my fire abilities when I first discovered them. And that was when I saw them as a curse rather than a blessing. So you're not alone when it comes to learning a new skill, especially one like this that's not related to magic. Do you understand?"

Twilight nodded, feeling her determination beginning to come back, "Yes, I understand. So that means… I'll keep trying!"

Silver said, "That's right! Just for now, we won't work on your aim. We'll focus on making sure you can create the blade and keep it stable." He held out his arms to indicate the park where the girls met up for their pony pet play date as he added, "We've got plenty of room here to do that."

Up on the nearby hill, Sonic, Spike, Pinkie Pie, and Rainbow Dash were standing and watching the three of them as Blaze and Silver began to work closely with Twilight to figure out where she was having problems. Behind them, Celestia and Luna sat on the grass, listening in on Twilight's training but not watching it like Spike, Rainbow Dash, Sonic, and Pinkie Pie were.

At the moment, most of the group had temporarily split up once again. Rarity had said earlier that she was going to drop off her gems and fix Applejack's hat, the orange earth pony, Braeburn, and Little Strongheart deciding to go with her. Fluttershy, meanwhile, said she wanted to go back to her cottage to check on Angel and her other animals, the pink-maned pegasus her usual caring, motherly self when it came to animals. Upon seeing that they were going to be split up for a while, Silver had suggested teaching Twilight the Psychic Knife to pass the time, the lavender unicorn suggesting that they go to the park to practice. Shortly after arriving, Tails and Zecora headed back into Ponyville, saying they would be meet up with the others later before heading off in different directions.

While watching Twilight as she started to create another blade with her magic, Sonic uncrossed his arms, placing his right hand on his hip as he noted, "Man, Twilight sure is a unicorn dedicated to learning and mastering new things, huh?"

Spike nodded, "Well, of course! That's who she is, after all. Learning new spells and looking to earn Princess Celestia's approval." He crossed his arms as he said, "It would be nice if she didn't worry so much about her reports and tests and all that, but I guess that's part of her too. I'm sure you've dealt with that sort of thing before, right Sonic?" After a few seconds passed without an answer, Spike looked at him and asked, "Sonic?"

When Spike called his name a second time, Sonic blinked his eyes as he was brought out of his thoughts. He then looked over at him, saying, "Huh? Oh yeah, sure. I occasionally had to talk to Tails and reassure him when he was little. We all need a little reassurance every now and then." His thoughts returned to the lavender unicorn as he turned his head to watch her training.

Spike turned his head to look at Twilight too, though he looked at Sonic out of the corner of his eye as he raised an eyebrow, "Okay…?"

Rainbow spoke, "Hey, look! I think Twilight's got it now!" Both Sonic and Spike looked away from each other at that, facing forward to see that Twilight had created a magenta-colored blade with her magic, the blade hanging above her horn, which was pointing up at the middle of it.

"Yeah, you go, girl!" Pinkie cheered. Twilight's eyes briefly moved in Pinkie's direction at her cheer, but they quickly shifted back to look at her blade. Blaze and Silver stepped back to give her room to throw it, and with a sweep of her head, Twilight released the blade from her magic grip and sent it flying straight ahead. It didn't travel far, though, before it suddenly broke up like the first few she had tried to create. "Or not," Pinkie muttered.

Silver spoke, "You launched it… but you might have put too much magic into it. It was too unstable on its own."

Twilight put a hoof to her chin, "Hm… Guess that means I'll have to treat it like I'm working on a machine rather than… something else."

Blaze asked, "What do you mean?"

Twilight explained, "Princess Celestia thought I should help Tails repair his radar when it got damaged earlier and, when I mentioned I wasn't sure if my magic would be good for that kind of work, Pinkie Pie gave me a book that showed me how to throttle down my magic to an appropriate level for it. Maybe what I read about could be applied here."

Blaze nodded, "Ah. Yes, that does make sense."

Silver said, "Well, try it! See if what you remember has any effect."

While Twilight focused her magic to create another Psychic Knife, up on the hill, Luna turned to Celestia and asked, "Sister, are you sure this is wise? Letting Twilight Sparkle learn a skill that has been used to cause harm to others?"

Celestia replied, "I'm sure it will be fine, Luna. Twilight has learned before not to abuse the magic she's been taught. I can see no reason why she would do that to something one of her friends taught her."

Luna asked, "So would this count as being a part of the next level of her studies? She is being taught by another princess and a time traveler after all."

Celestia seemed to consider this for a moment before simply replying, "Nah."

Sonic's eyes moved back in the two royal sisters' direction as they talked for a moment, wondering, before looking back at Twilight, Silver, and Blaze. A few minutes passed by with Pinkie and Rainbow occasionally throwing out a few cheers before Sonic noticed someone approaching. He looked to see a familiar yellow pegasus fluttering down towards the trio. "Hey, Fluttershy," he called, Spike, Pinkie, and Rainbow looking as well.

Fluttershy smiled as she got closer, "Oh, hello everypony. The animals are all a little nervous because all the color hasn't come back yet, but they all said they're okay and that they'll be strong." She landed next to Rainbow Dash and asked, "So, um, how is Twilight doing with Princess Blaze and Silver?"

Pinkie piped up, "Oh, she's doing great! Silver and Blaze are great teachers! She's gonna have this knife thingy mastered in no time! Pretty soon, she'll be helping the Mayor out at ribbon cutting ceremonies!"

Fluttershy replied, "Really? That sounds nice."

Rainbow said, "You do know that's not all she's going to use it for, right Pinkie?"

Pinkie's eyes widened, "You're right, Dashie! She could cut cakes with it! And pies! And brownies! And, ooh, cupcakes!"

Rainbow rolled her eyes, "Right. I don't know about cupcakes, though…" She looked off to the side and saw a familiar group approaching, though she mostly noticed the earth pony at the front of the group. "Yo, Applejack!" she called.

The orange earth pony quickened her pace, reaching the group on the hill before Rarity, Braeburn, and Little Strongheart did. "Howdy, y'all!" she exclaimed. She turned, showing off the side of her hat that had caught on fire earlier. "What do ya think?" she asked.

Sonic held his left thumb up, "Looking good, Applejack! If I didn't know better, I'd say your hat hadn't been burnt in the first place!"

Rarity, Braeburn, and Little Strongheart walked up as Applejack turned back around, Braeburn saying, "Ah'll say! Miss Rarity does some fine work!"

Spike grinned, "Well, of course! That's why she's so popular with ponies like Hoity Toity and Sapphire Shores!"

Rarity smiled, "Oh, you flatter me, Spike." Looking over the group, she noticed Fluttershy standing near Rainbow Dash. "Oh, Fluttershy, I'm so glad you're here, darling."

The yellow pegasus looked a little worried at that. "Why? Is something wrong? Did something scary happen?" she asked.

Rarity replied, "Oh no, nothing of the sort. It's just…" She turned to the side, showing her previously hidden right side and revealing a familiar cat clinging onto her. "It's Opal," she squeaked.

Pinkie smiled, "Ooh, you brought Opal to the park!" She then gasped, "Wait, are we having our pony pet play date now?! Why didn't anypony tell me we were having a schedule change?! That wasn't in my schedule!"

Rarity sighed, "No, Pinkie, we're not having our play date now. Opal just won't let go. Even Applejack, Braeburn, and Little Strongheart can't get her to budge." She began to tear up as she whimpered, "I can feel her claws on my skin…" She bent down like she was going to try to shake Opal off, but a hiss from the white cat made her stand up straight again.

Fluttershy spoke, "Okay, don't worry, Rarity. I'll help you." She then started walking over to the white unicorn and Opalescence.

As Fluttershy began to work her animal magic, Twilight panted after another failed attempt at performing the Psychic Knife. "The fine-tuning you've suggested seems to be working, Twilight. I'm not sure there's much else we can do at this point," Blaze noted.

Twilight panted, "But… I still haven't successfully… used the Psychic Knife…"

Silver spoke, "You've managed to create it and release it properly, Twilight. I don't know why it can't stay together for more than a few seconds after you release it. Right now, all I can guess is it has something to do with your magic. You'll probably figure what that is sooner than I will."

Blaze nodded, "Silver is right, Twilight. You're a unicorn; you're more familiar with magic than we are. Let's just stop for now and give your magic a chance to recover."

Twilight looked up at her for a second before replying, "Okay." Silver gave her a pat on the back and the three of them turned and walked towards the hill where the others were. As they started walking up the side of the hill, they saw Fluttershy flying away back towards Ponyville. When they reached the top, Twilight asked, "Where's Fluttershy going?"

Little Strongheart turned to her and told her, "She's taking Rarity's cat, Opal, back to the Carousel Boutique. It's amazing how she did it."

Twilight nodded; she then looked at Applejack and said, "Hey, Applejack. How's the hat?"

Applejack turned to show her as she replied, "Good as new, Sugarcube!"

Off to the side, Sonic looked at Spike and asked, "What's up with Rarity's cat?"

Spike whispered, "I have no clue. Just stay away from her…"

Both of them stood up straight when Braeburn asked, "Now where are Tails and Zecora? They're sure takin' a while to get back…" As if on cue, the Warp Ring suddenly materialized near Celestia and Luna, surprising a few ponies. "Whoa!" Braeburn exclaimed.

Tails, Zecora, and the Cutie Mark Crusaders stepped through the ring a second later, Apple Bloom looking particularly amazed at what the Warp Ring could do. "There you guys are! What took you so long?" Rainbow asked.

Tails scratched the back of his head as he replied, "Sorry, Rainbow. A few of our stops took a little longer than we expected." He then lowered his hand as he smiled, "But don't worry. They were worth the extra time."

Blaze was about to ask what he meant when Cream and Cheese suddenly came through the Warp Ring. The young rabbit quickly noticed Blaze and ran towards her with Cheese flying behind her, exclaiming, "Blaze!"

Blaze gasped, "Cream and Cheese!" When Cream leapt at her, Blaze held out her arms, catching the rabbit in them. "I'm so glad you're both okay," she said through Cream's hug.

Cream replied, "We're glad you're okay too!" Everyone smiled at the happy reunion between these best friends.

After a minute, Silver looked over at Tails, Zecora, and the Cutie Mark Crusaders and noticed something in Tails' right hand. "Hey Tails, what's that scroll in your hand?" he asked while pointing at it, causing everyone else to look at him.

Tails looked down at it for a second before looking back up and saying, "Oh, that. Well, I've been curious ever since I learned about Spike's ability to send letters to Princess Celestia by breathing fire, so I thought I could satisfy my curiosity before we set out again. Unfortunately, I don't have any, uh, bits and I'm not sure what the value of a gold ring is in Equestria, plus it didn't look like the store was open."

Twilight asked, "So did you get that from the library?"

Tails nodded, "Yeah. I just want to see it for myself." The fox walked over to Spike and bent down on one knee and held the scroll out to him, asking, "I know Princess Celestia is right over there, but will you show me, Spike?"

The baby dragon sighed, "Okay, okay." He took the scroll from Tails' right hand with his own right hand and held it up in front of his face. He then opened his mouth and breathed green fire on it, causing the scroll to turn into a flurry of green embers.

The embers flew over towards Princess Celestia, both her and Luna having been listening in on what everyone had been saying. She looked on as the scroll reappeared in front of her and fell to the ground. She looked up at Tails and saw that the fox had his radar out, seemingly collecting data as he muttered, "Cool…"

Celestia and Luna stood up, Celestia using her magic to pick up the scroll before the sisters walked over to the group, reaching the others as Tails put his radar away. Celestia levitated the scroll down in front of Tails, saying, "I believe this belongs to my faithful student."

Tails blushed, "Oh yeah, right." He took the scroll out of Celestia's magic grip, not noticing the sly smirk on the Solar Princess' muzzle as he did. He said, "I'll just take this back to the library."

As he held up the Warp Ring in his left hand, Twilight spoke, "Actually, Tails, you can keep that scroll if you want."

Tails looked at her, "Are you sure, Twilight?"

The unicorn nodded, "Yeah, as long as it's blank. I'm sure we've got plenty, right Spike?" The baby dragon just gave a shrug in response.

Tails spoke, "Yeah, I saw a bunch of them upstairs. And I checked it before I took it. There's nothing written on it."

Twilight said, "Then you can have it if you want." Tails nodded in thanks and tucked the scroll away in his right tail and the Warp Ring in his left tail.

Sonic turned to look at Apple Bloom and asked, "Say Apple Bloom, what do you and your fellow Cutie Mark Crusaders have in those backpacks?"

Tails nodded, "I was wondering about that too."

The three fillies looked at the brown backpacks on each of their backs, Apple Bloom having the biggest. Apple Bloom then looked at Sonic and said, "We ran into Zecora earlier and she asked us ta help her gather up some plants that she needed!"

Scootaloo added, "She's gonna make you guys something before you head out again!"

Applejack looked at the zebra and asked, "You're not comin' with us, Zecora?"

Zecora replied, "While asking around, I met young Apple Bloom and her friends along the way. We talked for a while and they convinced me to stay."

Sonic asked, "So what are you making?"

Zecora motioned to the Cutie Mark Crusaders and they swung off their backpacks, opening them up to reveal the plants in Scootaloo and Sweetie Belle's backpacks and a bowl in Apple Bloom's. The zebra then began to mix the plants together in the bowl while saying, "You all have been working hard, so in my stead, I'm mixing a little something to relax you for the trials ahead."

While Zecora was mixing the plants, Fluttershy came back and joined the others watching the zebra work. As she was finishing up, a beeping sound suddenly came from Tails' tails, startling Fluttershy. "Oh, that's mine," the fox muttered as he reached into his namesakes and pulled out his radar. He flipped it open and examined it for a moment before looking up to see Zecora holding the bowl up in her left hoof. "You sure timed it perfectly, Zecora. Now that we have our next destination, your mixture should work better," Tails commented.

Zecora nodded as she added one last leaf to the bowl, causing a scent to come wafting out. "Calm yourselves and take a sniff. This scent should relax you in a jiff," she said while closing her eyes.

The rest of the group did the same, the scent from the bowl spreading out around them. "Mmm, that smells good, Zecora," Twilight commented.

"I agree. Very soothing," Little Strongheart said.

"I love you guys," Pinkie Pie muttered.

A minute later, Sonic opened his eyes, the others doing so shortly afterwards, and looked at Zecora, the zebra looking back at him with a slight smile. "Don't worry, Zecora. We'll make sure to find whoever took your saddlebags and potions for you," he said.

Zecora replied, "I can see that you and your young friend also have knowledge beyond your years. I know I can place my trust in all of you; of not keeping your word, I have no fears."

Celestia opened her eyes and said, "If it is all right with all of you, Luna and I would like to get to know Princess Blaze and Silver a little better. With all that is happened recently, we have not had a chance to talk to them."

Twilight looked at Sonic and asked, "Sonic?"

The blue hedgehog replied, "It's up to them."

Silver looked at Blaze and asked, "What do you think, Blaze?"

The princess put a hand to her chin as she thought. "Well, I would like to spend some more time with Cream." She looked at Sonic and asked, "Are you sure you'll be okay if we do not come along?"

Sonic replied, "We got Spike, Little Strongheart, and of course, ponies. Between them, Tails, and me, I think we'll be all right for a while."

Blaze nodded; she then turned to Celestia and said, "Just do not address me by my title and yes, I would like to get to know you and your sister, Celestia."

Luna smiled, "Huzzah! We shall have a royal meet and greet, as they say!"

Celestia turned and said, "Let's go somewhere else for a change of scenery, shall we?"

Silver shrugged, "Sure."

Blaze took Cream's right hand in her left hand, saying, "Come along, Cream."

The rabbit nodded, "Okay!" She looked back at the others and called, "Bye, everybody! Good luck!" Cheese waved to them as he followed behind his best friend as they left the park with Blaze and Silver, following Princess Celestia and Princess Luna back into Ponyville.

Zecora looked at the others and nodded at them before placing the bowl in her hoof on her back. Applejack looked at Apple Bloom, Scootaloo, and Sweetie Belle and said, "Y'all be good now, ya hear? And stay close ta Zecora."

The Cutie Mark Crusaders happily replied, "We will!" Zecora nodded at them and they all left the park, going in the same direction as Celestia's entourage.

After they left, Braeburn asked, "It's our turn now, right? Ta go look for Big Macintosh and the others?"

Sonic nodded, "Yep!" He looked at Tails and asked, "Where to, Tails?"

Tails replied, "The schoolhouse." He looked at the ponies and asked, "You all know where that is?"

Rarity answered, "Of course! Don't worry about consulting your little radar, Tails. We'll show you the way." With that, Spike and the Main Six led the way out of the park, Sonic, Tails, Braeburn, and Little Strongheart following behind them. As they headed back through Ponyville on the way to the schoolhouse, they were unaware of a pair of sunglow eyes and a pair of blue eyes following behind them…

* * *

><p>Sonic and the others found themselves standing on a stone pathway after going through the portal they found on the schoolhouse's blackboard, the portal they had come through behind them on the side of the path. Above them, the sky was bright but overcast, the Sun slightly visible through the cloud covering.<p>

Fluttershy looked around cautiously, half-expecting something to attack them at any moment. "Um, where are we?" she softly asked.

Tails glanced down at the stone pathway, then up at the mountain behind the group before saying, "Hm… Mountain path… A laid stone pathway…" He looked at Sonic and said, "I know where we are this time!"

Sonic nodded, "Yeah, me too."

Pinkie Pie piped up, "Ooh, sounds like a game! Can I play too?"

Rainbow looked at the pink pony for a moment before turning to Sonic and Tails and asking, "So, uh, since you guys know, where are we?"

Before either Sonic or Tails could reply, Braeburn, who had walked to the other side of the stone pathway, suddenly exclaimed, "Whoa!" Everyone looked to see him quickly backpedaling away from the side, sitting down on his rump just in front of the group. As Little Strongheart moved up alongside him, he said, "That's one steep drop!"

Applejack stepped over to the side of the path herself and looked down. She soon took a few steps back, saying, "Whoa, Nelly!" She looked back at Sonic and Tails and asked, "Are we up on a mountain?"

Sonic replied, "That's right, Applejack. We're in Chun-Nan! Give or take a stone path or two."

Twilight asked, "Chun-Nan? Isn't this where you said you learned how to make tea, Sonic?"

Sonic nodded, "Yep!" He pointed to his right while saying, "The village is that way. Let's go!"

He turned and was about to start walking when Tails grabbed his right arm with both hands. He looked back over his shoulder at the fox, who asked, "Uh, Sonic? Do you really think it's such a good idea to just walk into the village with a baby dragon, a buffalo, and ponies, especially unicorns and pegasus ponies?" Said members of the group looked a little confused at Tails' words.

Sonic shrugged, "Sure. I mean, we walk into a lot of places and most people don't mind."

Tails let go of his arm, but pressed, "Yeah, but… people can recognize us the world over. I'm just saying it might be a little different for our new friends."

Sonic replied, "Ah, don't worry about it. Once the initial shock wears off, the humans will be cool with them. It didn't take us long to get used to each other despite the differences, right?"

Applejack smiled, "Can't argue with ya there, Sugar-hog. Let's go meet us some humans." She then trotted past him, followed by Rainbow Dash, Spike, and Rarity. Sonic glanced back at Tails and shrugged before starting after them, Tails, Twilight, Braeburn, Little Strongheart, Fluttershy, and Pinkie Pie following behind him. As they left the portal behind, it began to ripple as something else began to come through it…

After walking up and around a short ways, the group stood outside of a gate, which marked the entrance to the village. Looking through to the other side, Spike, Little Strongheart, and the ponies were all struck with amazement. Just as Sonic and Tails had suggested, there were humans in the village. Oh sure, Twilight, Rainbow, Applejack, Scootaloo, and Spike had had that run in with the police earlier, but those humans had been in their cars, and the only human they had for reference was Dr. Eggman. Now they were actually seeing ordinary humans in the flesh for the first time, and it felt so different.

"Those are humans? Amazing…" Little Strongheart murmured.

"Yeah… They definitely look like that Eggman guy, and yet they look different," Spike noted.

Tails nodded, "Yep. Just like ponies, dragons, and buffalos, everyone has their similarities and differences, on the inside and the outside."

Sonic looked at the others and said, "Come on, let's go talk to some of them."

Fluttershy looked at him nervously, "They won't… try to hurt us, will they?"

Sonic replied, "No way, Fluttershy. A, the people of Chun-Nan are relatively peaceful people to begin with, B, humans and ponies aren't all that different, and C, you're with Tails and me. Trust me, it'll be fine."

Rainbow nodded at Fluttershy, "Yeah! And if any of these… people try anything funny, we'll show them not to mess with us!" Fluttershy didn't exactly like the sound of what Rainbow Dash was implying, but she faced forward, falling in line with the others as they started walking again, except for Pinkie, who merrily bounced along with the group.

As soon as they stepped under the gate and crossed over the bridge in front of it, a few of the ponies half-expected the humans to make a big deal over them, but as they walked along the stone street, most of the villagers just looked at them for a few moments before offering a humble nod or wave, though a few kept staring. "They seem to be taking this awfully well," Twilight whispered.

"Yeah, that's kind of why I like it here. As long as everything's cool, people are pretty accepting," Sonic said.

Braeburn smiled, "Really? That's reassurin'!" A few nearby bystanders looked at the group at the sound of the earth pony's voice.

Despite the reassurance, Fluttershy soon came to a stop and let out a gasp, causing the others to stop and look back at her. "T-Those two… They're coming over here…" she squeaked. The others looked to see two younger humans, one a girl wearing a red T-shirt and blue pants and the other a boy wearing a blue long-sleeve shirt and black pants, dashing over to them.

The two kids stopped in front of the group, the girl saying, "Hi Sonic, hi Tails!"

Sonic smiled, "Hey there, Yilin and Chun. It's good to see you again!"

Tails nodded, "Yeah. Hey, how's your grandfather doing?"

Chun said, "Grandfather's doing great! He's been working Charles hard and he says his back might be getting better!"

Tails smiled, "Really? That's good to hear."

Yilin giggled, "I think Grandfather keeps giving Charles a lot to do so he doesn't have to worry about his back."

A voice from behind the kids spoke, "I heard that, Yilin." Yilin and Chun turned around and Sonic's group looked to see Zonshen, the village elder, step around the corner. He walked over to his two grandchildren, Yilin and Chun hugging him while he patted them on their heads. When they let go, Zonshen looked at Sonic's group and said, "Welcome back, Sonic and Tails. Are these new friends of yours?"

Sonic nodded, "Yeah." He looked at Twilight and the others and said, "Sorry about getting caught up like that, guys. This is Zonshen, the village elder and a master healer. Yilin and Chun are his grandchildren." The ponies, Spike, and Little Strongheart all smiled at that and stepped forward, introducing themselves. Although he was surprised that Twilight and Rarity were unicorns, Rainbow and Fluttershy were pegasus ponies, Little Strongheart was a buffalo, and Spike was a baby dragon, Zonshen warmly welcomed them all, as did Yilin and Chun.

As they all continued talking, more village residents came over to meet the new arrivals. Lin took one look at all of them and saw right away they were a good bunch, showing a particular interest in Spike due to him being a baby dragon, slightly to his displeasure. Jinlin showed an interest in Twilight's magic studies and the orchards that Applejack and Braeburn took care of. Hualin got along well with Rarity and Fluttershy, offering to show them something traditional when Rarity asked about fashion in Chun-Nan. Finally, Shuifon got to talk with Rainbow Dash, Pinkie Pie, and Little Strongheart. All in all, the Equestrians were getting along great with the humans of Chun-Nan.

The meet and greet was interrupted, however, when some of the ponies' stomachs let out loud growls, causing them to blush. "Oh, sounds to me like some ponies are looking for a taste of the Far East," Lin smiled.

Rainbow blushed as her stomach let out a grumble, "Well, I guess I could go for a nibble or two myself."

Zonshen suggested, "You might want to take care of that now. We have plenty of food in our village, and I'd rather not have to check any of you in over something as trivial as low blood sugar. I'm sure you all must be very busy as it is."

Applejack shrugged, "Well, we have been runnin' around quite a bit today."

Twilight nodded, "And I was practicing hard to learn a new technique with my magic a little while ago."

Chun said, "Then you should definitely take a break and get something to eat! You'll love the food here, especially the meat buns!"

Yilin leaned over and whispered, "Um, Chun? Most of them are ponies…"

Tails looked at Sonic and asked, "Well, that aside, what do you think, Sonic? We can stop for something to eat, right?"

Sonic nodded, "Sure. Hang on; I'll go talk to Wang." He turned and walked back down the path, walking over the wooden bridge over to the pork bun shop as the humans began to spread out a little.

Little Strongheart turned to the others and asked, "Wang?"

Hualin said, "That's my dad. He works the counter at our shop."

Jinlin added, "We don't let him anywhere near the kitchen, right Grandmother?" Lin gave an affirmative nod at that.

Sonic walked up to the counter and asked, "Hey Wang, how's it going?"

The man looked up and, upon seeing the blue hedgehog, said, "Oh, hello Mr. Hedgehog. I… suppose I'm doing all right. I would have come over to meet your friends, but considering how strict Lin is about her meat buns…"

Sonic waved a hand, "Yeah, I know."

Wang asked, "So what can I do for you today, Mr. Hedgehog?"

Sonic leaned on the counter with his left arm and said, "Give me, uh, eleven orders of your famous noodles and some rice balls. I know you make 'em in advance, but I'd appreciate it if you gave us the soy noodles. Ponies and buffalo aren't exactly meat eaters, after all." Wang nodded; Sonic then added, "Also, I'll take an order of peach buns and Lin's famous meat buns for dessert. Tails, Spike, and I can handle the meat buns."

Wang nodded, "Very good. Are you sure you're going to be able to pay for all that?" Sonic nodded and reached back into his quills, pulling out a few shiny, golden rings.

Spike saw him pull out a few more and leaned over to Tails, whispering, "Does he keep everything he finds in his spines?"

Tails whispered back, "You know… I don't know. I keep forgetting to ask."

Sonic was about to give Wang his payment when a loud "OH MY GOSH!" caught everyone's attention. Everyone looked towards the village entrance to see a mint green unicorn standing on her hind legs with her hooves on her cheeks, her mouth wide open in amazement.

Rainbow asked, "Lyra? What's she doing here?"

Pinkie waved, "Hi, Lyra! Look! There are humans living here!"

Rarity looked at the pink pony and said, "Pinkie, dear, it would appear as though she already knows that."

Applejack muttered, "Aw, hayseeds. Ah don't like the look o' this…"

Braeburn heard and looked at her in confusion, "Why, what's the problem, Applejack?"

Bon-Bon came running up behind Lyra and looked around the unicorn to see what had her so enraptured. Her eyes widened when she saw the humans looking back at them, but she soon shook her head and turned to Lyra, whispering, "Okay Lyra, you got to see real humans. Now close your mouth and come on. We're going home!"

She seemed sure that Lyra would listen, seeing as she turned around and looked as though she was going to start walking back down the stone path. Lyra, however, had plans of her own. She gave a loud scream of "HUMANS!" and dashed into the village before Bon-Bon could turn around and restrain her.

It was at this point that Braeburn saw what the problem was and yelled, "Look out, y'all!" Unfortunately, it was WAY too late for a warning to have made any difference, as Lyra bowled through Tails and her fellow Equestrians, sending most of them flying. Tails, Twilight, and Braeburn ended up landing in the water while Pinkie, Rarity, Fluttershy, and Spike were all, amazingly, knocked up onto the nearby rooftop. The rest were all knocked over as Lyra, in her near-manic state, made her way towards the objects of her dreams.

The humans, of course, did not look thrilled at the sight of this crazy pony coming towards them and scattered. Shuifon ended up cornered against the wall as Lyra set her sights on him. He got into a Kung Fu stance, hoping it would ward the unicorn off, but all it did was give her a clear shot at examining his hands with her hooves. She didn't do anything too extensive, but the way she was feeling over her hands was enough to weird Shuifon out.

"Hey, leave him alone!" Yilin yelled at Lyra.

The mint green unicorn turned to look at her with a wide smile on her face, the look on her face almost terrifying the poor girl. "LITTLE HUMANS!" Lyra shouted, dashing towards her and Chun, leaping at the two children.

Zonshen quickly stepped in and put his arms around his grandchildren, pulling them out of the unicorn's way, leaving Lyra to hit the ground hard. "You stay away from my grandchildren, you… you…!" he said.

Lyra looked up at him with starry eyes. "Wow… Such a perfect use of hands and arms…" she breathed.

Applejack stood up and, after shaking her head, looked at Lyra and yelled, "Lyra, knock it off! You're makin' the rest o' us look bad!"

Lyra looked at her, but only for a few seconds at best since she noticed Sonic, Wang, Jinlin, Hualin, and Lin standing on the other side of the bridge behind her. "MORE HUMANS!" she exclaimed, standing up and running towards Applejack, the orange earth pony prepared to stand her ground this time against the unicorn. Unfortunately, Lyra jumped over her when she got close enough, sailing towards the other side of the bridge.

Suddenly, Bon-Bon screamed, "LYRA!" A second later, the earth pony intercepted the unicorn, crashing into her from the side and knocking them both into the water. As everyone looked on, Bon-Bon dunked Lyra's head in the water several times, being careful not to hurt her while doing so. "You… really… need to get this out of your system!" Bon-Bon growled. She let her up a minute later, Lyra just staring straight ahead, blinking as she held her head up. Bon-Bon stood up and trotted over to the edge of the stone. The humans watched her as she bowed and said, "I am SO sorry for my roommate's reaction, humans. She's not normally like this, I swear!"

The village was silent save for the flowing water that Tails, Twilight, Braeburn, Bon-Bon, and Lyra were still standing in. It was eventually broken when Sonic tapped Wang's right arm with his left hand, "Hey, Wang?" When the man looked at him, Sonic asked, "Can you put two more orders of your noodles on the bill?"

**Soon, at the restaurant…**

Sonic and the others sat on wooden stools around a long table that had been brought out for them. Twilight and Tails sat at Sonic's side, both of them wrapped in towels that Jinlin had gotten them so they could dry off. Braeburn and Little Strongheart sat across from each other at one end of the table, Braeburn also wrapped in a towel and lacking his hat and vest (Jinlin had taken them to let them dry). Bon-Bon sat at the other end of the table, the earth pony sitting with her chin on top of her hoof as she glared jealously at Lyra, who was sitting at a smaller table and talking to a very nervous-looking Charles, both of them having shaken the water out of their coats earlier. The young man from Empire City never thought getting that connection Zonshen talked about involved talking to a manic, human-crazy unicorn.

Looking between Lyra and Charles, Rarity mused, "Goodness, poor Charles looks so nervous. He looks as though Lyra is going to jump across the table and harm him!"

Spike, who was sitting next to Rarity (on a booster seat composed of wooden stool tops), shrugged, "If he didn't see what Lyra did just now, he probably heard about it from Zonshen. I don't know which would be more unnerving…"

Rarity shook her head, "Poor girl. Her dreams finally come true and she can't contain herself. It must be embarrassing."

Tails looked at Sonic and said, "I don't think I've ever seen humans panic like the villagers did when Lyra came charging towards them earlier. She must've scared them pretty bad."

Sonic nodded, "Yeah. We didn't get a reaction like that when we first met humans, and while some people were scared of me, I didn't really get anything like that when I was a Werehog."

Twilight looked at Sonic oddly, "Werehog? Really?"

Tails leaned forward to look over at her and said, "Yeah, he did turn into a Werehog. It was an unexpected side effect of one of Eggman's recent plans to conquer the world and build Eggmanland."

On the other side of the table further down, Rainbow Dash raised an eyebrow, "Eggmanland?"

Before the cyan mare could say any more, Pinkie piped up, "That sounds like the name of an amusement park!"

Sonic said, "Oh, it was an amusement park all right, Pinkie, one with red skies, killer robots, minions, weapons, and every safety hazard imaginable. Eggman definitely spared no expense."

Rainbow rolled her eyes, "Sounds like a great place to go for a vacation."

Sonic nodded, "Yeah, and you wouldn't believe how bad it looked. Seriously, I'll never understand Eggman's tastes."

Fluttershy meekly asked, "Um, Sonic? What were you saying about turning into a… a Werehog? I mean, if you don't mind telling us…"

Sonic replied, "Oh, of course not, Fluttershy. I ended up absorbing a bit of Dark Gaia when Eggman woke it up."

Twilight asked, "Dark Gaia?"

Sonic nodded, "Yeah, it's an ancient monster that Eggman wanted to harness the power of to conquer the world, kind of like with Chaos."

Rainbow growled, "That jerk! Where is this Dark Gaia thing?! We should make sure Eggman can't get anywhere near it ever again!"

Sonic smirked, "Dark Gaia? It's right below us."

Applejack blinked, "Come again?"

Sonic pointed down at the ground with his right hand, saying, "It's back in the planet's core, back where it should be." His smile eased off slightly as he added, "Along with Chip, or rather Light Gaia, I guess."

Applejack shook her head before saying, "Ah think Ah'm missin' somethin' here. Light Gaia? Dark Gaia? What the hay?"

Tails spoke, "I can explain. Uh… you guys know how Princess Celestia is tied to the day and Princess Luna is tied to the night?" Spike, Little Strongheart, and the ponies (save for Lyra and Bon-Bon) all nodded, so Tails continued, "Well, Light Gaia and Dark Gaia represent the day and night as well, but their connection is a little different."

Little Strongheart asked, "How so, Tails?"

Tails explained, "Well, you see, there's kind of a cycle that's been happening in our world since the beginning of time. Dark Gaia spends millions of years growing in the planet's core, and when the time is right, it arises to destroy the world. When that's happened, Light Gaia arises to put the planet back together. This has been happening for ages, but we know it's true because of the Gaia Manuscripts that record what happened tens of thousands of years ago. That's how Eggman learned about Dark Gaia's existence."

Twilight asked, "So… he was ready for Dark Gaia's awakening?"

Sonic said, "No. True to form, Eggman couldn't wait to have such an ancient creature under his control. He got me to use the Chaos Emeralds when I was confronting his fleet above the planet, and while I was Super, he managed to lure me to his cannon, which took the power of the Chaos Emeralds and fired it at the planet. It blew the whole planet to pieces, like a big jigsaw puzzle."

Rarity gasped, "That's terrible! I thought he sounded bad before, but…" She pounded her hooves on the table and looked absolutely livid, causing some of the others to exchange nervous looks.

Rainbow recovered first and asked, "Why would he destroy the planet?!"

Sonic said, "It was the only to awaken Dark Gaia. But since it wasn't the time of awakening, Dark Gaia fell apart shortly after it woke up, scattering across the world, and Light Gaia ended up getting amnesia from the early wake-up call. All he could remember was something falling from the sky. When I met him, I thought I landed on him, so I offered to help him try to get his memory back."

Spike asked, "And you called him Chip?"

Sonic shrugged, "Well, he couldn't remember his name. I had to call him something, right? And he really liked that, uh, Chocolate Chipped Cream Sundae Supreme that's famous over in Apotos. It seemed to fit him."

Pinkie drooled, "Ohhhh… Chocolate chip… sundae… supreme! Ooh, I can just imagine it!"

Sonic chuckled, "Yeah, that's kind of like how Chip reacted." He shook his head and said, "Anyway, we spent the whole day searching Apotos for any clue as to who he could be, but no one seemed to recognize him."

Braeburn asked, "So what did ya do?"

Tails spoke, "Luckily, for both of us, I was in Apotos at the time, gathering data for Professor Pickle."

Rainbow raised an eyebrow, "Professor Pickle?"

Tails nodded, "Yeah. He's a professor of archeology over at Spagonia University."

Sonic added, "And he loves cucumber sandwiches."

Twilight's eyes lit up, "University?"

Tails said, "Uh-huh. It attracts scholars from around the world, and Professor Pickle has a lab there. In fact, last time I checked, he still had the Gaia Manuscripts."

Applejack asked, "So if he was in this Spagonia place, and y'all were in that Apotos place, how'd ya get there if the planet was broken?"

Tails answered, "Well, after Sonic fought off some of Dark Gaia's minions, we used my Tornado-1 to fly to Spagonia. It also helped us get to the rest of the continents."

Fluttershy asked, "T-Tornado-1?"

Tails nodded, "Yeah. It's one of my many personal bi-planes. I modeled the Tornado-1 after the original Tornado, which was Sonic's plane." He then said, "Anyway, after we got to Spagonia, we found out Professor Pickle had been taken by Eggman, so we had to go to Mazuri to rescue him."

Sonic smirked, "He was more upset about having to eat Eggman's terrible food rather than the fact that he'd been kidnapped." That raised a few chuckles around the table.

Tails giggled, "Yeah, he was. So after we got back to Spagonia, he used the information in the Gaia Manuscripts to point the way to the Gaia Temples around the world. Since the Chaos Emeralds had been drained of their power after Eggman broke the world apart, we had to visit the temples to restore their power, which also brought the pieces of the planet back together."

Sonic took over, "While we were restoring the sixth Chaos Emerald in Adabat, Chip touched a stone carving in the Gaia Temple, which restored his memories. After he explained his and Dark Gaia's history to me, we stopped by Pickle's other lab in Shamar and learned that the last temple was on the continent where Eggman had built Eggmanland. Chip and I were able to reach the Gaia Temple and restore the last Chaos Emerald, as well as beat the robot Eggman had created with Dark Gaia's energy, but by then, Dark Gaia had just about put itself back together. Once it took back the fragments I had absorbed, it was complete."

Fluttershy dared to ask, "S-So, what happened n-next?"

Sonic said, "With the help of the Chaos Emeralds, Chip was able to summon the Gaia Temples and put them together to make a… I guess the appropriate term would be colossus. Together, we were able to do some damage to Dark Gaia, but we hadn't defeated it yet. When it revealed its true form, I used the Chaos Emeralds to go Super to even things up. We were finally able to defeat it and restore both the planet and balance between light and dark."

Pinkie Pie leaned forward and asked, "So what happened to Chip? Is he still around?"

Sonic shook his head, "Not physically. He stayed behind in the planet's core with the Gaia Temples when the last piece of the planet slid back into place. He's fast asleep now."

Little Strongheart said, "And judging from what you and Tails have said, it'll be millions of years before either he or Dark Gaia awaken again."

Tails nodded, "That's our best guess at this point."

Pinkie looked sad at that, "Aw…"

Twilight asked, "Do you miss him?"

Sonic replied, "Yeah… but it's all right." He reached into his quills and pulled out Chip's necklace, holding it in front of him. "He left me this to remember him by. And he'll always be there… as a part of the earth I tread." He gained a look of fond remembrance as the Equestrians looked on with smiles.

The moment was interrupted when Hualin stepped underneath the stone archway and let out a slight cry. Everyone looked at her. Rarity's eyes immediately became starry at the sight of the red garment she was wearing. She gasped, "Oh my goodness! What a beautiful dress!"

While Hualin regained her balance, Tails spoke, "Actually Rarity, that's not a dress. It's a kimono, a type of robe."

Hualin walked over to the table and said, "He's right, Rarity. Kimonos are a traditional type of garment. We usually wear them on special occasions."

Rarity replied, "Well, I think it looks just stunning on you! And I daresay it has given me quite the inspiration! When this is all over, I must make kimonos of my own to sell at the Carousel Boutique!" She looked at Hualin with big eyes, "Could I possibly examine yours, dear, to get an idea of the type of material used to create it?"

Hualin was initially taken aback by Rarity's words, but she soon replied, "Uh, sure, you can look at it." She undid the sash on the back and opened the kimono up, stepping out of it. She then handed it to Rarity, who eagerly took it with her magic to begin examining it. Under her breath, Hualin sighed, "The less time I have to wear that, the better…"

She was broken out of her thoughts when Tails asked, "Is everything okay, Hualin?"

The girl's head snapped up and she said, "Oh, yes! I just came to tell you that your food will be ready soon. Also, I can take those towels if you're dry enough."

Tails realized the only wetness he could feel was from the towel itself, so he told Hualin, "Yeah, my fur feels pretty dry now. Thanks." He lifted the towel off of himself and handed it to Hualin when she walked over to him.

Twilight also took her towel off and gave it to Hualin, saying, "Thank you, Hualin." The girl nodded in reply before walking over to Braeburn and taking his towel as well.

As she turned to leave, she stopped and looked back at Braeburn, saying, "Oh, and Mr. Braeburn? Your hat and vest are still drying, but they should be dry by the time you're all done eating."

Braeburn replied, "All right. Thank ya kindly, ma'am." Hualin nodded and resumed walking, deciding to get the kimono back from Rarity when she came back with the food.

After Hualin left, Twilight turned to Sonic as he was placing Chip's necklace on the table and said, "I was just wondering… What's the difference between regular you and Werehog you?"

Sonic looked at her and shrugged, "Eh, I look more beastly, get physically stronger, and lose a lot of my usual speed. Oh, and my arms get really stretchy."

Rainbow raised an eyebrow, "Stretchy?"

Tails spoke, "Yeah. A number of Dark Gaia's minions were able to stretch and extend certain parts of their bodies. Sonic having part of Dark Gaia in him gave him that same trait when he was in Werehog form at night."

Applejack asked, "How far could ya stretch yer arms, Sugar-hog?"

Bon-Bon spoke up, for the first time, while still looking in Lyra's direction, "If you were this Werehog thing, would you be able to stretch your arms over to Lyra and pull her over here?"

Sonic was silent for a moment at the tone of the earth pony's voice, but he soon said, "Uh, yeah, actually I could."

Spike spoke, "Uh, wow. That sounds strange, but kind of cool."

Sonic replied, "Well, it was useful. That's all that mattered to me."

Pinkie Pie giggled, "Stretchy arms! Long arms! Star arms!"

Little Strongheart asked, "But you don't turn into it anymore, do you?"

Sonic shook his head, "Nope. It's not so bad, though. More people are able to recognize me on sight like this."

The group sat in silence for a minute before Hualin returned along with Jinlin, Wang, and Lin, Hualin and the former two carrying trays with bowls of noodles and rice balls on them. As the three of them began distributing bowls and setting the rice balls in the middle of the table, Lin turned to Charles and said, "Charles, the village elder just stopped by. I believe he has a delivery for you."

Charles, who looked eager to do anything other than talk to Lyra any more, replied, "Oh, really? I guess I'd better take care of that." He looked at Lyra and said, "Sorry, uh, Lyra, but I have to go. I've been working to win that old geezer over for a while now and I don't want him to suddenly turn me away now."

Lyra deflated a bit at that, but she quickly perked up, "Ooh! How about I come with you? I can help you with whatever you have to do!"

Bon-Bon spoke up, "No, you can't, Lyra. He has to go, and the food has just arrived. And let me just remind you that Sonic was generous enough to buy food for everypony, including the two of us. You are staying, and you are going to eat!" She finished with a glare to indicate she wasn't kidding.

Lyra groaned, "Aw…" She then perked up again and turned to Charles, saying, "So long, Mr. Human!" She then hopped off of her seat and trotted over to the long table while Charles, finally free of the unicorn's soul-piercing eyes and questions, quickly left to find Zonshen.

When Lyra reached the table, she took her seat next to Bon-Bon at the end of the table, Wang and Jinlin placing their bowls of noodles down in front of them a second later. The two humans then stood up and Jinlin said, "There you are. My husband's noodles with a side of onigiri to give you all a little taste of Chun-Nan. I'll come back in a little while with dessert."

Sonic and Tails both put their hands together and bowed their heads slightly, both saying, "Arigato." Jinlin, Wang, Hualin (who was holding her kimono in her arms), and Lin all gave a slight bow as well before leaving them to eat in peace, Sonic and Tails sitting up straight afterwards.

Twilight turned to Sonic and asked, "What did you say to them?"

Sonic shrugged, "'Thank you'."

Rainbow asked, "You said 'thank you' in another language?"

Sonic replied, "Sure, why not? Speaking in another language is cool, you know."

Applejack said, "That's fine. Just don't go actin' like Apple Bloom when she had the Cutie Pox and start speakin' in fancy on us." Sonic wasn't quite sure what she meant, but he nodded anyway.

Twilight looked down at the bowl in front of her and asked, "So these noodles are served in the broth? Not by themselves?"

Tails looked over at her and nodded, "Yeah, they're a part of the soup. Don't worry, it's a soy broth. It's not as well-known as some of the other dishes here, but it's delicious all the same."

Braeburn piped up, "And what'd they call these white things? Oni… somethin'?"

Sonic spoke, "You can just call them rice balls, Braeburn. That's all they are, really: rice packed into a triangle shape and wrapped in seaweed."

Spike asked, "That's rice? I thought they were donuts."

Rainbow said, "Well, I thought they were sandwiches."

Before this debate could go on, Applejack asked, "So, uh… how are we supposed to eat this? Is there a fork or somethin', or do we just pick up the bowl, tip it, and swallow?"

Tails said, "Well, you'll do that for the soup part, yeah. But if you want to eat the noodles separately… well, I don't know if it'll be easy for you to use them, but you could use these." He reached down with his right hand and picked up a pair of chopsticks next to his bowl.

Rarity raised an eyebrow, "Sticks?"

Sonic picked up his own set and said, "They're called chopsticks, and this is how you use them." He adjusted his fingers and then reached down with them into his bowl. He brought them out a second later, now closed around several dripping noodles. He then raised the sticks to his mouth and caught the end of the noodles in his mouth, releasing them and slurping them up. After swallowing, he asked, "See?"

Rarity replied, "I do, although that slurping was a bit… crude."

Sonic shrugged, "You know a better way to eat wet, dangling noodles?" Rarity had no response for that.

Everyone, save for Pinkie Pie (who had started eating), looked towards the end of the table when they heard Lyra grunting. The mint green unicorn was fiddling with her chopsticks with her hooves, trying to position them properly. "Lyra, what are you doing?" Bon-Bon asked.

Lyra grunted, "I'm trying to use these chopstick things, of course!"

Fluttershy offered, "Um, couldn't you just use them with your magic, Lyra?"

The mint green unicorn replied, "No! That's not the proper way to use them!" She continued grunting while trying to get them to sit right in her hooves while everyone watched.

A few seconds later, Applejack looked down at her noodles and said, "Ah, ta hay with it." She picked up the bowl in her forehooves and raised it up to her face. Holding it up a little higher, she put her lips on the rim and opened her mouth while tilting the bowl downwards, causing its contents to slide into her mouth. A few seconds later, she set the bowl down and licked her lips, "Mmm! That's hoof-lickin' good!" Encouraged by this, the other Equestrians started eating as well.

A minute later, Lyra dropped her chopsticks in frustration and growled, "I don't believe this! How am I supposed to use chopsticks properly without hands?! It's impossible!"

Pinkie called from across the table, "What are you talking about, Lyra?" The unicorn looked to see the pink pony holding some noodles up in her chopsticks, expertly bringing them up to her mouth and gulping them down before saying, "These things are super easy to use!" She then reached over with her chopsticks and grabbed a rice ball, popping it in her mouth and chewing it before swallowing. Lyra glared at her for a moment before renewing her efforts with the chopsticks.

As everyone began to make small talk while eating, Twilight noticed that Sonic still had Chip's necklace out, the bauble sitting next to his bowl of noodles. After the hedgehog swallowed his noodles, she asked, "Hey Sonic, why do you still have that, uh… bracelet out? Aren't you worried you'll get something on it?"

Sonic replied, "I guess there's a chance I could get something on it, but… eh, this brings back memories. Chip and I ate at this restaurant while we were here in Chun-Nan. I know he's sleeping and all, but maybe he'll smell the delicious food in his sleep and start dreaming of all the things he got to see with me."

Twilight asked, "You think so?"

Sonic nodded, "Sure! Until Eggman forced him and Dark Gaia to wake up early, he had no idea what the world was like. He didn't know anything about the planet he was protecting. Everything we saw, ate, and went through together… Those memories are gonna last a lifetime." Twilight nodded in understanding.

Sonic reached out with his hands, grabbing two rice balls and tossing one to Twilight when he brought his arms back, the unicorn catching it with her magic. She took a tentative bite out of it and gave a murmur of approval. Sonic nodded and held his rice ball up in front of him. "So I've been meaning to ask… How've you been doing lately, Twilight?" he asked before taking a bite out of his rice ball.

Twilight looked at him curiously as she held her rice ball in her right hoof, "What do you mean?"

Sonic shrugged, "Well, you did get… blasted or something when you tried probing my mind with your memory spell."

Twilight replied, "Oh, that. Well, I was able to find your memories of that place we were at. They were… hidden away in your mind. Not quite unreachable, but not easily accessible either. It has something to do with when you and that princess, Elise, put out that flame in the past."

Sonic said, "Huh. That might explain a few things."

Twilight nodded, "Yes. Like, you can remember Elise to an extent, but not exactly everything else. When I was using my spell, I was seeing everything from your eyes. Including," she lowered her voice and whispered, "…when you died. I felt that, and that's what 'blasted' me."

Sonic stared at her for a moment before replying, "Well, if that's all it was, then it's okay. I mean, since we put out the flame, it didn't happen. No reason to dwell on it, right?" Twilight looked surprised that he could shrug something like that off so easily, but she eventually nodded. Sonic then asked, "Speaking of dwelling, though, how's your, uh, 'other' thing? You know, what we talked about?"

Twilight hesitated a bit before saying, "W-Well… I think I know what I need to do." Sonic nodded, intrigued. "I… Well, for one thing, I should try harder. And remember to remain calm in stressful situations. And be patient."

Sonic asked, "Is that it?"

Twilight sighed, "…No." She then said, "But it's a start, right? I have to start from somewhere and work my way up to bigger things. I can see all sorts of possibilities, but I won't know for sure until I get there. We can't all be as fast as you or Rainbow, Sonic. Some of us have to go a little slower."

Sonic smiled, "There's the Twilight I'm starting to know. You go at your own pace; I'm not saying you should rush. Just remember: you gotta be true to yourself!" Twilight nodded, smiling a little at the blue hedgehog's encouragement. They both went back to eating, continuing to make small talk and talking with the others as well.

A little while later, all the bowls were empty and the rice balls had all been eaten. Rainbow leaned back in her chair and sighed contentedly. "I can say this much. They've got some interesting food here in Chun-Nan, and it's delicious," she declared.

Fluttershy nodded, "Oh yes, very good."

While using a chopstick to fish out an errant bit of seaweed between her teeth, Applejack added, "Fer sure!" Having finally dislodged the seaweed, she looked at Sonic and asked, "So where's that dessert Ah heard about?"

Sonic replied, "It should be here soon." He then leaned back in his own chair, resting his hands against the back of his head.

About thirty seconds later, Jinlin walked in with a bowl containing peach buns and a circular tray that had meat buns on it. "Did everyone enjoy their meal?" she asked. Sounds of approval came up from around the table, causing Jinlin to smile, "I'm glad to hear it. So, to top off your dining experience, here's a little dessert: our famous meat buns for Sonic, Tails, and Spike, and peach buns for the rest of you."

After Jinlin set the bowl and the tray down on the table, Bon-Bon spoke, "Uh, could somepony pass two of those peach buns over here? Believe me, this dining experience was nice and all, but I think Lyra and I will take our dessert to go."

Lyra gasped, "What, now?! But I…!" She looked up at Jinlin as the human handed Bon-Bon two peach buns and rose from her seat. Moving in front of the human and putting her forehooves on her torso like a dog, Lyra asked, "Hey, is that human I talked to earlier around? I'd love to talk to him again! I think he and I could really bond together!"

Before Jinlin could reply, Lyra yelped as her left ear was suddenly grabbed by Bon-Bon's right forehoof, the peach buns in her left foreleg. As she walked towards the archway on her hind legs, Bon-Bon said, "When we get home, I'm 'bonding' you to the couch!"

While everyone watched as Lyra was dragged away by her roommate, the mint green unicorn cried, "Not the ear, Bon-Bon! Please, let's just stay for a little longer! Come on! Noooooooooo!"

**Soon…**

The group left the restaurant, all of them feeling satisfied with their meal, Braeburn once again wearing his hat and vest. After Bon-Bon and Lyra left, dessert was relatively uneventful until the end, when both Rainbow Dash and Pinkie Pie wanted the last peach bun. They both ended up getting into a fight over it, which greatly reminded Sonic of the time he ate at the restaurant with Chip. When they accidentally sent the peach bun flying, Rainbow managed to push past Pinkie and eat it, only for karma to catch up with her when she flew right into a gong. Her ears were still ringing as she walked under the arch and stood in front of the stone bridge with the others.

"Well, that was rather good," Little Strongheart commented.

Spike patted his belly as he said, "Well, they weren't gems, but those meat buns were pretty tasty."

Rarity was looking back at herself nervously, now that the blissful feeling of being full had worn off somewhat. "I hope all this eating doesn't ruin my fabulous figure," she said worriedly.

Applejack patted her on the shoulder, "Aw, relax Rarity. You'll get a chance to work it off."

Sonic turned to Tails and said, "That was pretty fun, wouldn't you say, Tails?"

The fox replied, "Yeah. It wasn't quite the same as what we were doing with everyone else earlier, but we can worry about that later." Sonic nodded while most of the others looked a bit confused, not sure what they were talking about.

Before anypony could ask, however, they heard something in front of them and turned to look. And there, standing on top of the roof of the building in front of them, was the last pony Spike or any of the girls expected to see looking down at them: the Mysterious Mare-Do-Well.

"Uh, guys? What's going on here?" Rainbow asked without taking her eyes off the masked pony.

"Who's that?" Sonic asked.

Pinkie piped up, "It's Mare-Do-Well! But we were supposed to be Mare-Do-Well! Well, not Dashie, of course! She wasn't in on it since…"

As Pinkie kept talking, Twilight turned to Rarity and asked, "Rarity, what did you with the costumes after we were done with them?"

The fashionista answered, "I kept them, of course! I could never throw something of that quality away! But they were locked up; nopony should've been able to get to them, let alone find them!"

Applejack asked, "Did ya ever check on 'em any time AFTER ya locked 'em up?"

Before Rarity could answer, Tails pointed, "Look! There's something under her cape!" Everyone looked carefully where he was pointing and saw a pair of reddish-brown wicker saddlebags on Mare-Do-Well's back.

Twilight gasped, "Those are Zecora's saddlebags!"

Rainbow growled, "So Mare-Do-Well took them and Zecora's potions! That's it, I'm gonna…!" She spread her wings and flew straight up towards the masked pony intending to tackle her, only to fly into a dark purple flash as Mare-Do-Well suddenly teleported. Rainbow managed to slow to a stop in midair and glanced around quickly, asking, "Where'd she go?!"

Braeburn soon pointed, "Over there!" Everyone looked to see the masked mare running up the stone steps behind the back gate, leaving the village.

"Come on, we gotta stop her!" Rainbow yelled as she dropped down onto the pavement and ran after Mare-Do-Well, Sonic hot on the cyan pegasus' hooves with everyone else behind him. They all followed the mare through the gate leading out of the village, heading into the rocky area beyond it.

After running for a short while, they found themselves near a small lake, but Mare-Do-Well had seemingly vanished. Rainbow growled, "Darn it, where'd she go now?!"

Everyone looked around, Sonic soon spotting the mare on top of the rock formation in the middle of the lake. He pointed, "There she is!" The mare saw everyone else look up at her; a moment later, she leapt down from the rock to the other side, disappearing from view.

Applejack said, "Come on, y'all! Let's get her before she gets away!" Sonic, Rainbow, Braeburn, and Little Strongheart nodded and started moving towards a bridge that had been built since the last time Sonic had visited Chun-Nan.

Before they could cross it, Tails called, "Wait!" They all stopped and looked back at him; he said, "I know we need to catch Mare-Do-Well and all, but don't forget we originally came here to find our friends!"

Rainbow suggested, "Well, maybe Mare-Do-Well can lead us straight to them!"

Tails asked, "But what if she doesn't? Then we'll still need to look for them!"

Rarity said, "Tails has a fair point. What should we do?"

Pinkie spoke up, "Ooh! How about we make like bananas and split! Up, that is!"

Sonic said, "Not a bad idea, Pinkie." He looked at Tails and asked, "Tails, do you remember the path Chip and I took to get to the Gaia Temple?"

Tails nodded, "Uh-huh. You guys cut through that area up ahead. It led straight there, around the Gaia Gate."

Sonic said, "Right. Why don't you take Twilight, Rarity, Spike, Pinkie, and Fluttershy and head out that way? If Mare-Do-Well doesn't lead us to our friends, my bet is they'd be around either the Gaia Temple or the Gaia Gate."

Twilight asked, "Am I correct in assuming the rest of you are going to go after Mare-Do-Well?" Sonic nodded in response.

Tails reached into his left tail and pulled out one of the radios he and Twilight had made. He handed it to Sonic, saying, "Here, take this. Let's try to stay in touch until we meet up again."

Sonic took the radio and said, "You got it, bud!" He then turned and, along with Rainbow Dash, Applejack, Braeburn, and Little Strongheart, ran across the bridge, heading in the direction they'd seen Mare-Do-Well going.

Tails turned to the others and asked, "Are you all ready?"

Rarity said, "Darling, I think we were all ready when we saw Mare-Do-Well take off."

Tails replied, "Oh, uh, yeah. Well… let's go, then!" The others nodded and they followed him as he ran towards the nearby building that opened up to the path leading to the Gaia Temple. They hurried down the stone path on the other side of the doors inside the building, unaware of a shadow that was following them…

**Soon, with Sonic's group**

Sonic, Applejack, Braeburn, and Little Strongheart ran in a cross shape across the top of the Chun-Nan wall while Rainbow Dash flew above it, her eyes scanning for the renegade Mare-Do-Well. After several minutes of flying straight, the pegasus spotted a flash of purple and looked to see the mare standing on top of a (fake) Eastern dragon's head. She managed to yell out "She's over there!" before flying after Mare-Do-Well, the masked mare already on the move.

Applejack heard Rainbow and saw her break off her flight path to pursue Mare-Do-Well, looking to her left to see where they were going. "They're headin' straight that way!" she said.

Braeburn looked as well and asked, "How are we gonna get over there? Ah don't see any way from here!"

Sonic called back, "Just keep going! This'll take us around, but we'll get there! We'll just have to hurry to keep up with Dash's wings!" Applejack, Braeburn, and Little Strongheart started running as fast as they could at that, prompting Sonic to speed up as well.

As they neared the end of the wall, they saw figures up ahead standing in their way. "What are those things?!" Little Strongheart called as they got closer.

Sonic called back, "Egg Fighters! We can probably crash through them, or we can just go around them! Either way is fine!" The Egg Fighters saw the four of them approaching and got into position to stop them. When they were close enough, Applejack and Braeburn leapt over them like they were hurdles and Sonic and Little Strongheart simply jumped over them, the latter two landing on springs that launched them off the wall while the former two had to run to the springs.

The springs sent them flying towards a (fake) Eastern dragon that opened its mouth as they got closer. Sonic landed first and ran down the dragon's length, followed by Little Strongheart, Applejack, and Braeburn. At the dragon's tail, they had to jump to another dragon, this one having a spring at the end of its tail. This spring sent them flying over part of the mountain range, at which point gravity began to tug them back down. Sonic almost panicked when he saw there was water below them, but relaxed when he saw they were going to land on one of the large boats, all of them grunting as they landed on the ship.

Little Strongheart, Applejack, and Braeburn had just recovered from the landing when the Mysterious Mare-Do-Well suddenly leapt down from the nearest end of the boat and landed in front of them. Applejack's head snapped up at the sound of MDW's landing and she narrowed her eyes as she dashed towards the masked mare, "Hold it right there, you!" She leapt at MDW, but the masked mare jumped up onto the nearby guardrail, leaving Applejack to grab at the air. As the others moved to help the earth pony, Mare-Do-Well suddenly leapt up towards the other end of the boat and then leapt off of it, landing on the ground up ahead.

Rainbow Dash flew down to the others a few seconds later, panting. After she caught her breath, she asked, "Did she *pant* get away?"

Applejack stood up and said, "Unfortunately. She's a slippery little cuss."

Rainbow nodded, "I know! There were these spinning platforms back there, and she kept using them to dodge me!"

Braeburn groaned, "At this rate, she's gonna get away!"

Sonic said, "I doubt it. If we can keep her going this way, she's going to end up at a dead end. She'll have nowhere to go, unless she likes doing parachute jumps without a parachute."

Little Strongheart asked, "Really? Well, that's a bit reassuring."

Rainbow said, "Well, I'll fly ahead and see if I can keep her going, then. You guys just try to follow along, okay?"

Sonic nodded, "Sure, Dash." He looked at Applejack, Braeburn, and Little Strongheart and said, "You guys go on ahead. I'm gonna check in with Tails real quick." The three of them nodded and they leapt off the side of the ship, landing in the water as Rainbow flew on ahead. After they reached dry land, Sonic brought out the radio and clicked it on, "Tails, you there, buddy?"

**Elsewhere, with Tails' group**

Tails was walking down a bridge towards one of the roofed areas when he heard the voice through his radio. He ran under the roof, along with Spike, before he pulled out his radio and clicked back, "I'm here, Sonic. What's going on?"

Through the radio, Sonic said, "We're still on Mare-Do-Well's trail, but don't worry. The way she's going, we'll have her cornered pretty soon. How are things on your end?"

Tails answered, "Pretty good. We haven't run into any trouble yet, and Twilight and Rarity really like the architecture here. They're looking at it along with Pinkie Pie right now. I think we'll get moving soon, though, seeing as we're going to have to cross the water."

Sonic spoke, "I get what you're saying. Rarity probably isn't going to want to take a swim, so you'll have to give her a lift."

Tails said, "Yeah. I'll let you know if we find anything. Good luck, and be sure to let us know if anything comes up."

Sonic replied, "10-4, good buddy. Good luck to you too." After a moment, Tails slid the radio back into his left tail.

Spike spoke, catching Tails' attention, "Wow Tails, looks like your radios really work."

Tails shrugged, "Well, for the first time they're being used, they seem to be working well, which, all things considered, is good." He and Spike then looked back to see Twilight, Rarity, a bouncing Pinkie Pie, and a slightly cowering Fluttershy coming down the bridge. Tails asked, "What's wrong with Fluttershy?"

Twilight answered, "She said she heard a voice coming from one of your tails and thought it was a ghost."

Tails nervously said, "Oh no. Sorry about that, Fluttershy. Sonic was just calling to give me an update on the Mare-Do-Well chase."

Fluttershy relaxed a bit at that, saying, "Oh, good. I didn't know what that voice was when I heard it. It startled me."

Pinkie Pie laid an arm on the yellow pegasus' shoulders, "Aw, don't worry, Fluttershy! Little Tails-Wails wouldn't let anything happen to you! Would you, Tails-Wails?"

The fox in question replied, "Uh, no. …Pinkie, could you please not call me that? It's, uh… kind of an odd nickname."

The pink pony replied, "Okie-dokie-lokie!"

Spike asked, "So, did you girls get done looking at… whatever?"

Twilight replied, "We were looking at the architecture, Spike. And I for one think it's very amazing."

Rarity nodded, "Oh, yes! It's so much different from Ponyville or even Canterlot! I wonder if there's a place like Chun-Nan somewhere in Equestria."

Twilight shrugged, "I can look it up later, Rarity." She then looked at Tails and asked, "So where do we go now?"

Tails looked to his right and pointed, "That way. We have to go across the water."

Rarity gasped, "The water?! But what my hair and tail will get wet!"

Tails rubbed the back of his head, "Well, we don't have to swim. I mean, there's some stuff floating on the surface we could walk across… or I could just carry you."

Rarity said, "Oh, I couldn't ask you to do that, Tails. Although, if you wouldn't mind, I would really appreciate it…" She batted her eyes at him.

Tails replied, "Uh, okay, sure. Come over here." He started spinning his tails around, hovering above the ground as Rarity trotted over to him. He then held out his hands; Rarity looked at them for a moment before holding up her forehooves, allowing Tails to wrap his fingers around them. He then flew in the direction they needed to go.

Suddenly, Pinkie cried, "Hey! I wanna fly too!" She dashed over to the edge and leapt at Rarity, wrapping her forelegs around the fashionista's hind legs, causing her to let out a cry of her own as she and Tails were rattled.

Once Tails managed to straighten out, Rarity looked down at the pink pony with an angry look on her face, "Pinkie, don't do that!"

Pinkie grinned weakly, "Sorry, Rarity!" She then looked up at Tails with a look that was a mix of apologetic and sweet, "Can I come too?"

Tails replied, "Sure. Just please don't do that again." He then started flying forward again, albeit a little slower now.

Fluttershy looked at Twilight and asked, "What about you and Spike, Twilight?"

Twilight thought about this for a moment before saying, "Why don't you take Spike with you, Fluttershy? I'll, uh…" She looked down at a few segments of stone pathway floating in the water below. "I'll follow you… somehow," she finished.

Spike shrugged, "All right, if you're sure you can handle that." He walked over to Fluttershy and climbed on her back, sitting so he was comfortable and could get a good grip on her. Fluttershy looked at Twilight and spread her wings when she saw the unicorn nod at her. She then took off, following after Tails.

Twilight looked back down at the floating stone for a moment before taking a few steps back. She then ran towards the edge, leaping off with her hooves in front of her. She let out a yelp when she landed on the stone, both from feeling the cool water touch her hooves and the way the stone rocked when she landed on it.

She waited a moment before looking to the next one, noticing that it was closer than it first seemed. She took another running start and leapt to it, managing to land a little better. She then hurried to the other end of it and leapt up at the ledge above it, grunting as she tried to pull herself up. She managed to do so after a minute of struggling and sat down. Looking up a second later, she saw that Tails and Fluttershy were almost at the other end. She sighed, "Oh, forget it. This isn't the time for this." Sucking in a breath of air, she began channeling her magic into her horn.

At the other side of the water, Fluttershy landed on the submerged cobblestone and watched as Tails set Pinkie Pie and Rarity down beside her, Rarity needing a bit of persuasion to be let down in the water. Tails looked around after landing and asked, "Where's Twilight?" A second later, there was a magenta flash on top of the nearby stone structure as Twilight teleported atop it. Tails looked up at it, as did the others, and said, "Oh, there you are, Twilight."

The unicorn smiled sheepishly, "Sorry." She then leapt down into the water and trotted over to the others. "Which way do we go now?" she asked.

Tails pointed to an opening in a nearby stone wall, saying, "Once we pass under that, it won't be much farther to the Gaia Temple."

Spike spoke, "Well, let's get going, then!" The others nodded and, with Spike still sitting on Fluttershy's back, they started walking towards the opening.

Just as they were about to walk through it, they heard a faint splash behind them and turned to look. Near where the cobblestone ended and the water got deep, they saw something red floating in the water. Tails and Twilight walked over to it, Tails wondering aloud, "What's that?"

As they got closer, they could see that it was a horn of some kind. Twilight thought it looked familiar and searched her brain for information pertaining to this strange object. When they were almost an arm's length away, it clicked: the Crystal Empire. She reared up on her hind legs and grabbed Tails with her forelegs to stop him, saying, "Stay away from that, Tails!" The fox looked back at her and was about to ask what she was talking about when the horn began to glow a bright, malevolent red, causing Twilight to let go of Tails as they backed away from it. As everyone watched, the horn floated up and then fell back into the water, its sharp end pointing down at the cobblestone. It then sank into the stone itself.

"What just happened?" Pinkie asked. She soon got her answer, as a violet barrier suddenly blocked off the opening in the stone wall and purple clouds suddenly began to rise up out of the ground around her, Rarity, Fluttershy, and Spike.

Tails recognized those clouds all too well and called, "Rarity, Fluttershy, Pinkie Pie, get over here now!" The three mares quickly ran over to him and Twilight at that, Spike still hanging onto Fluttershy's back. As they stood together and watched, the purple clouds dissipated, revealing a bunch of monsters. Most of them were small, about Spike's size, but there were several that were taller than Tails and the ponies, and one that was bigger than all of them. And they were all mostly black, purple, and neon-colored. Before anyone could ask him, Tails spoke, "Dark Gaia's minions! But… they're not supposed to be around anymore, and especially not during the day!"

Twilight glanced back at where the horn had disappeared into the ground, remembering that it looked like part of King Sombra's horn. "It must be that horn! There must be some kind of magic in it that's causing this!" she said. She ran over to the spot where it disappeared into the ground while everyone watched, focusing her magic on that spot and saying, "If that's what's behind this, maybe pulling it out will cause them to disappear!"

Pinkie Pie exclaimed, "Look, they're coming over here!" Everyone looked to see that she was right; Dark Gaia's minions were coming closer. While they were all looking, Pinkie Pie dashed off to the side and came back with her party cannon. Stopping where she had been standing a second ago, Pinkie pointed it forward and, with a serious look on her face, said, "Get that horn, Twilight! We'll cover you!"

Twilight asked, "Are you sure?"

Tails looked back at Dark Gaia's minions. Last time he encountered them, he was all alone and they surrounded him, forcing him to hide until Sonic saved him. This time was different, however… Getting into a fighting stance, he said, "Yeah, we can keep them busy! Just focus on getting that horn out!" Twilight nodded and turned back to the spot, refocusing her magic on it.

Rarity spoke, "Fighting really isn't my thing, but…" She dropped into a fighting stance of her own as she growled, "If anything tries to hurt my friends, I'll rip them to pieces!" Spike got off of Fluttershy's back and stood between Tails and Rarity, ready to help as well while the yellow pegasus stayed behind them and dropped down, covering her head with her hooves.

The smaller minions were easy to fend off. When a Dark Fright shot towards the group in a ram, Pinkie would turn her party cannon on it and send it flying into the wall. The Little Rexes, considering they were about his size, were a bit of a challenge for Spike, but he was able to fend them off while the others had less difficulty dealing with them. The Killer Bees, however, couldn't be stopped once they started flying forward with their stingers pointing forward. Rarity was able to use her magic to deflect them slightly and Spike was able to take them out quickly since they were, surprisingly, flammable.

Due to their size, the Nightmares were harder to fend off and forced the group to work together to bring them down. Spike was able to use his small size to knock them off-balance, allowing Tails and Rarity to knock them back before Pinkie Pie used her party cannon to deliver the critical strike. When they were done, all they had left was the Big Mother.

As they watched, the Big Mother reared back and released a bunch of Rexes from its abdomen, the little creatures spilling out onto the ground. "Oh, come on! It can make more of them?" Spike groaned.

Tails looked back over his shoulder and called, "Any luck, Twilight?" While his head was turned, he was tackled by a Rex, sending him down onto his back. As soon as he landed, he started struggling to get it off and Spike ran over to help him.

Twilight, her horn glowing brightly, gritted her teeth and grunted, "It's resisting, but… I've almost… got it!" With one final grunt of exertion, Twilight succeeded, the horn glowing red as it hovered above the ground. She looked back to see that the Rexes and Big Mother were still there. "They're still coming?!" she gasped.

Tails and Spike were finally able to pull the Rex off of the fox, Spike dealing with the Rex while Tails rolled onto his side and said, "Try destroying that horn! Maybe that will stop them!" Twilight quickly turned around and, deciding not to waste time seeing if she could perform the Psychic Knife correctly, focused her magic into a beam and fired it at the horn. The horn tried to fight back against her magic, forcing her to pour more magic into her beam, but it soon lost the fight and Twilight's magic struck it. After a few seconds of being engulfed by the beam, the horn began to crack and break apart, the pieces dissipating into the air and then vanishing completely.

Spike was still struggling with the Rex when suddenly it burst into a cloud of purple smoke, causing the baby dragon to stumble a bit before regaining his balance. Looking around, he saw all of Dark Gaia's minions bursting into smoke and vanishing into thin air. "What happened to them?" he asked after a moment.

Twilight wiped her forehead and said, "I guess they were all being held together by the magic that that horn was giving off. Without it, they couldn't sustain themselves."

Pinkie appeared next to her a moment later, wrapping a leg around her as she cheered, "Whoo-hoo! Way to go, Twilight!"

Tails stood up and, while using his hands to brush off some of the water clinging to his fur, nodded, "You did it all right, Twilight, and just in the nick of time too!" Once he was sure he was dry enough, he pointed towards the opening, the barrier blocking it off having faded away, and said, "We should probably get moving, though, before we get any other unwanted surprises."

Rarity spoke, "Tails is right. We should hurry to this Gaia Temple." She trotted over to Fluttershy and lightly tapped her on the shoulder while saying, "Come along, Fluttershy dear. All the monsters are gone now."

The shy pegasus lifted a hoof off her head and looked around with one eye before standing up and saying, "O-Okay." With that, they all quickly hurried over to and under the opening, going up the stone incline beyond it. They didn't have far to go now; they'd be at the site of the Gaia Temple soon.

**Not long afterwards, with Sonic's group**

Sonic, Applejack, Braeburn, and Little Strongheart were running along another section of the Chun-Nan wall, Rainbow Dash flying just above their heads. Up to this point, Mare-Do-Well had proved as slippery as ever, evading them as they made their way through the mountainous region, though surprisingly never using magic to aid her the entire time. Currently, the masked mare was ahead of them, and she was running out of room to run.

As they continued running, they soon saw the end of the path: three pagodas in a small circular area surrounded in the back by part of the mountains with waterfalls coming down from the top. Braeburn, Applejack, and Little Strongheart started slowing down as they approached the small area while Sonic slid to a stop when he was close enough, Rainbow Dash landing next to him. As she, Braeburn, and Little Strongheart caught their breaths, Applejack panted, "Okay… Where is… that slippery mare?"

Sonic and Rainbow looked around, Rainbow soon spotting a figure standing atop the pagoda in the middle. "There she is!" she exclaimed, spreading her wings and flying straight up towards Mare-Do-Well. The masked mare stood motionlessly until Rainbow was just about to hit her, at which point she leapt from the top of the pagoda to the roof of the pagoda to her left, causing Rainbow to miss. Sonic, however, anticipated this and dashed towards the pagoda, making his way up to the roof.

Mare-Do-Well's head turned around when Sonic landed a short distance away from her on the roof. The blue hedgehog ran towards her, dropping down and sliding towards her when he was close enough. The masked mare leapt over him, landing on the middle of the roof and then, after they turned to face each other, tried to pounce on him. Sonic rolled out of the way, Mare-Do-Well sliding to the edge upon landing but not falling. Once she recovered, they continued trying to grab and dodging each other.

Rainbow Dash, meanwhile, had managed to avoid crashing into the mountain and, upon flying back, saw the scene taking place on top of the smaller pagoda. She quickly noticed that while Mare-Do-Well was trying to grab Sonic in any way she could (the sight reminding her of Lightning Dust), Sonic was trying to grab her without knocking her off the roof or cause any harm. She flew down to the roof to help him out, landing on the side closest to the circle with Sonic on the opposite side, Mare-Do-Well in the middle between them.

The masked mare looked between the two for a moment as if deciding what to do. Finally, she made a choice and tried to leap back to the taller pagoda. Rainbow caught onto her this time, however, and managed to hit one of her hind legs with one of her forehooves, throwing the mare off and causing her to fall short, instead landing on one of the slanted roofs closer to the ground. She rolled upon landing and slid off the side, though she managed to throw her forelegs out and hang onto the edge of the roof.

Braeburn cheered, "Ya got her, y'all!" As soon as he said that, Mare-Do-Well began to flail her hind legs, but she lost her grip on the roof and fell down, bumping into the roof under her on the way and landing hard on her back. Almost as soon as she landed, however, she managed to roll over and flip herself onto her hooves as though nothing had happened to her. "What… How is she-?!" Braeburn exclaimed.

Little Strongheart lowered herself to the ground, saying, "Come on, Applejack, let's put an end to this!"

Applejack nodded and lowered herself down as well. Before she and Little Strongheart took off, she called up to Sonic and Rainbow, "Both o' y'all stay up there in case she tries to make a break for the roofs again! We'll take care o' her down here!" Both she and Little Strongheart then took off, Little Strongheart going first to the left while Applejack went to the right.

When Little Strongheart got closer, Mare-Do-Well tried to jump over her, only for the buffalo to leap up and intercept her in midair, wrapping her forelegs around the mare's waist. Before they could land, Mare-Do-Well spun around and managed to break out of Little Strongheart's grip, throwing the buffalo and causing her to land on her back while the mare shakily landed on her hooves.

She barely had time to recover when Applejack rammed into her headfirst from the side, knocking her into the stone between the two pagodas, the mare going over the stone and landing in the plants. Applejack leapt up onto the stone a second later and looked down at Mare-Do-Well, who was lying on her side in the grass. Suddenly, she stood up and leapt at Applejack, tackling her and then jumping off of her, running away.

During all this, however, she evidently forgot about Braeburn and was surprised when he suddenly charged her, hitting her headfirst and knocking her down in mid-run. She stood up and they both butted heads, both trying to overpower the other. Braeburn managed to push her back after a few moments and quickly turned around and bucked her with his hind legs, leaving her lying on the ground in front of the center pagoda.

When Mare-Do-Well stood up next, she found herself surrounded by Little Strongheart, Applejack, and Braeburn. She contemplated escaping to the roofs again, but that plan was derailed when Rainbow Dash suddenly flew down from above, pushing her down to the ground while Sonic leapt down and landed behind Applejack. Rainbow turned Mare-Do-Well over and triumphantly said, "All right, Mare-Do-Well, this mystery is solved!" She then reached down with her mouth and yanked the mask off. And her eyes, along with everyone else's, went wide when she saw nothing underneath it! "W-what the-?!" she cried.

Suddenly, there was a bright flash that forced everyone to look away. When they looked again, Mare-Do-Well was gone, costume and all. All that was left were Zecora's saddlebags. Braeburn exclaimed, "What the hay?! She just disappeared?!"

Applejack took her hat off and threw it down, saying, "She was just an illusion, consarn it! There was no 'new' Mare-Do-Well!" She looked up and wondered, "How come Twilight couldn't tell?"

Little Strongheart looked at her and suggested, "Maybe it was because of the costume? Maybe whatever created that illusion made it hard to tell the difference?"

While they were talking, Sonic thought to himself, "_She faded away kind of like King Arthur did when Caliburn and I defeated him at Avalon. When I brought back Excalibur's scabbard, Merlina said…_" He spoke up, "Wait a minute!" Everyone stopped talking and looked at him. Sonic looked at Rainbow and asked, "Rainbow, while you were trying to catch her earlier, did Mare-Do-Well use any magic at all?"

The cyan pegasus replied, "No, she just kept doing those annoying dodges. Why?"

Sonic said, "When you tried to grab her back at the village, she used magic to teleport out of the way. But when you tried to grab her here, she just dodged out of the way."

Braeburn spoke, "Ah'm not quite followin' you, pardner…"

Sonic asked, "If Mare-Do-Well was an illusion capable of using magic, why didn't she use it after we left the village?"

Applejack rubbed her chin with a hoof, "Ya got a point there, Sonic. She used it before, why wouldn't she use it again?" She looked up at him a moment later and asked, "Ya think maybe somepony created that phony Mare-Do-Well to throw us off the trail?"

Sonic replied, "You could be right, Applejack. That illusion could've been made by the Mare-Do-Well we saw back at the village, which would mean she's still out there!"

Rainbow Dash asked, "Why would she do that? Why would she create a copy of herself if it was just meant to split us up?" As she thought about what she said, the answer came to her and her eyes widened, "The others! She must be after them!"

Applejack picked up her hat and Zecora's saddlebags, placing her hat on her head and the saddlebags on her back. She then looked at Sonic and said, "We gotta warn them! Sonic, can ya reach Tails?"

Sonic reached into his quills and pulled out his radio. Clicking it on, he spoke, "Come in, Tails! Are you there?" He released the button and waited a moment. When no reply came, he pushed the button again and asked, "Do you read me, Tails? It's Sonic! Did something happen?" He released the button again, but he still received no response. He looked up at the others a moment later and said, "He's not responding. Something might be jamming his radio."

Rainbow looked worried at that. "Oh man, they could be in trouble right now! We've got to help them!"

Little Strongheart asked, "Sonic, can we get to the Gaia Temple from where we are?"

Sonic tucked the radio back in his quills as he responded, "Not from here, but if we backtrack a bit, we'll have a straight shot to both the Gaia Gate and the Gaia Temple. We'd better start with the Gaia Gate in case they went there."

Applejack said, "Well, let's go, then! Lead the way, Sugar-hog!" Sonic nodded and turned around, running back across the Chun-Nan wall with Applejack, Little Strongheart, Rainbow Dash, and Braeburn in tow. They only hoped they weren't too late…

**Meanwhile, with Tails' group…**

Tails, Twilight, Rarity, Spike, Fluttershy, and Pinkie Pie walked past a small circular pond of water, which was right in the middle of the area outside of the Gaia Temple. They passed by one of the three platforms along the outside of the circle as Rarity asked, "So… is this where the Gaia Temple is, Tails?"

Tails nodded, "Yeah." As they reached the edge of the crevasse that normally separated one from the temple entrance, they came to a stop and looked at a big crater in the ground on the other side. "But it looks like it's already been uprooted. I remember, after Sonic and Chip defeated Dark Gaia, seeing the reports about the temples lifting out of the ground, before darkness covered the world, but I guess they never returned after the world became whole again."

Twilight sighed, "That's a shame. I would've loved to see what one of the temples looked like, on the outside and the inside."

Pinkie bounced over to her friend and patted her on the back, saying, "Aw, we know you would have, Twilight! You love seeing things like that!"

Spike looked at Twilight with a knowing smile before looking at Tails and noticing the fox appeared to be deep in thought. "Hey Tails, what's on your mind?" he asked.

Tails looked up and, after a moment, replied, "I was just thinking about the temple guardian."

Fluttershy asked, "T-There's a guardian?"

Tails nodded, "Yeah. Some of the Gaia Temples were protected by guardians of some sort. I know the temple here in Chun-Nan did. I wonder if…" He was cut off by a loud thumping noise behind the group and he turned around to look. "Well, that answers my question…" he muttered.

Spike and the ponies turned around to look and gasped when they saw a huge bird with bright gold fur and large purple wings standing on the circle in the middle of the ring of water, its tail feathers seemingly waving in the breeze. It spread its wings and looked to the sky, letting out a cry; once it was done, Twilight looked at Tails and asked, "What is THAT?!"

Tails said, "It's the temple guardian, the Gaia Phoenix!"

Spike looked back at the bird and asked, "That thing's a PHOENIX?!" He thought to himself, "_If Peewee gets old enough, will he look like that?_"

Pinkie spoke, "Okay everypony, follow my lead!" She then let out a loud scream and started scrambling around in a panic.

Rarity looked at Tails and asked, "Is it going to attack us? Darling, what should we do?!"

Tails looked at her and said, "I don't know! Sonic said the reason it attacked anybody before was because the Chaos Emeralds lost their power and Dark Gaia corrupted it! It's normal now, but…" He stopped short when he looked back at the Gaia Phoenix, and Spike and the ponies (save for Pinkie Pie) followed his surprised look to see why he stopped.

Fluttershy was snuggled up against the Gaia Phoenix's chest, her wings holding her up as she rubbed her forelegs through the bird's fur. A closer inspection revealed that she had the feather Philomena had left her tucked between her mane and right ear. "So you're the guardian that makes its nest here? Aw, you're such a beautiful phoenix. Yes you are, yes you are! Who's a good temple guardian?" the shy pegasus cooed, the Gaia Phoenix churring softly at her rubs and cooing.

Spike, Tails, and the ponies, save for Pinkie Pie, walked over to the Gaia Phoenix, standing at the edge of the circular pool. Looking up at Fluttershy, Tails spoke, "Wow. I knew Fluttershy was good with animals, but this is incredible!"

Rarity looked at him and smiled, "That's our Fluttershy. She surprises us sometimes!"

Before Tails could respond, Pinkie Pie ran behind everyone's backs, still screaming her head off. Twilight turned and called, "Pinkie!"

The party pony immediately stopped and popped up in front of Twilight, asking, "Yes, Twilight?"

The lavender unicorn said, "I think it's safe now." She looked back up at Fluttershy and asked, "Is it?" The shy pegasus nodded, so Twilight turned back to Pinkie and said, "So you can stop now."

The pink pony replied, "Okay!"

Spike spoke up a moment later, "You know, this is great and all, but we still don't know where our friends are."

Tails said, "You're right, Spike. Come to think of it, it's been a while since Sonic checked in with me. Maybe they found something, or at least caught Mare-Do-Well." He reached into his tail and pulled out his radio. He tried turning it on, only to be met with static. "That's strange. I can't get a signal. It's like there's something blocking it."

Twilight asked, "So what should we do now?"

Everyone looked up at the Gaia Phoenix as it began to churr. When it was done, Fluttershy spoke, "Um… the Gaia Phoenix said that it sensed something earlier in the Gaia Gate. It thinks that some sort of, um, tear occurred there."

Tails held a hand to his chin, "A tear? Maybe it was caused by that creature." He looked at the others and said, "The Gaia Gate isn't far from here. Let's go check it out."

Spike shrugged, "Sure, why not? We've been doing nothing but running around since we left the village anyway."

Twilight looked up at Fluttershy and said, "Come on, Fluttershy, time to get off the phoenix."

Fluttershy muttered, "Aw…" She looked up at the Gaia Phoenix and said, "Good-bye, Mr. Phoenix, and thank you." The bird chirped in response and Fluttershy lowered herself to the ground, folding her wings when she landed.

The phoenix watched as the group set out for the Gaia Gate. Before they left, Pinkie stopped in mid-stride and gasped, "Hey!" The others stopped and looked back at her as she turned around to look at the Gaia Phoenix. She reached her muzzle back into her poofy tail and brought out an open chocolate bar. She then held it up towards the phoenix and said, in a muffled tone, "Want some chocolate?" The Gaia Phoenix replied by reaching down and taking the chocolate bar from her with its beak. It then spread its wings and flew away a couple seconds later, everyone waving to it and Tails smiling as Pinkie's actions reminded him of Chip.

**Soon**…

Tails, Spike, Twilight, Rarity, Pinkie Pie, and Fluttershy stepped into the Gaia Gate, all of them standing in front of the door on the right as they looked around. The first thing they noticed was that, aside from some lit torches, it was dark inside. All the same, the Gaia Gate's interior looked impressive to them. "Wow… This is amazing," Twilight breathed.

Rarity nodded, "It certainly is, Twilight dear. Don't start analyzing it now, though; you'll have plenty of time to do that while we search." Twilight nodded to her; Rarity then turned to Tails and asked, "Where do we begin, Tails?"

Tails held a hand to his head as he thought about what Sonic had told him about the Gaia Gates. "Um… there should be four chambers in this particular Gaia Gate: two on the left, two on the right. If there's anything hidden here, it'll be in those chambers. We should be able to split up, search the chambers, and report back here. Does that sound good?"

Pinkie spoke, "Yep! I can take one of the chambers on the left!"

Tails nodded, "All right, Pinkie." He turned to Fluttershy and said, "Fluttershy, why don't you come with me? We can check the other chamber together so you don't have to do it alone."

Fluttershy smiled, "Okay, Tails. Just… stay close to me, okay?" Tails nodded and placed a hand on her shoulder to reassure her.

Rarity turned to Twilight and Spike and said, "I suppose that leaves us with the two chambers on the right."

Twilight nodded, "I guess so. Do you want Spike to come with you, Rarity?" The baby dragon looked eager to hear the fashionista's response at that.

Unfortunately for him, Rarity replied, "That's okay, darling, you take Spike. This place may look… a little dusty… but I think I will be able to handle myself." Spike looked disappointed at that.

Tails spoke, "Okay then, we'll meet back up here in five minutes tops. How does that sound?" They all nodded in agreement, Spike doing so a little less enthusiastically. Twilight lifted the baby dragon onto her back with her magic before they started down the ramp leading to the entrance to the Gaia Gate. They split off at the bottom, each heading to their respective chambers. Pinkie hopped into the upper left chamber, Tails and Fluttershy went into the lower left chamber, Rarity trotted into the lower right chamber, and Twilight, with Spike, walked into the upper right chamber.

As soon as they were in the corridor leading into the chamber and out of earshot of the others, Twilight looked back at Spike and said, "Spike, stop pouting already. Rarity's right next door; it's not like we're far apart and we won't be able to go to help if she needs it, so help me search this chamber. You don't know; maybe Rarity would like it if you helped out. She is the Bearer of Generosity, after all."

Spike looked at her, "You think so?"

Twilight shrugged, "It can't hurt to try, can it?" Spike looked a bit better at that. By this time, they had reached the end of the corridor and were now standing in the chamber proper. Twilight walked forward a few steps and looked to the left. She and Spike could see some kind of conveyor belt that was moving in their direction. Twilight wondered what was powering it, but decided that could wait until later. So instead, she walked over to a nearby opening in the wall and went through it, stopping for a moment under a beam of sunlight coming in through the ceiling.

Suddenly, Spike stiffened up and looked behind him, asking, "What was that?"

Twilight looked back at him, "What's wrong, Spike?"

The baby dragon looked back at her and said, "I thought I heard something behind us."

Twilight raised an eyebrow and turned around, walking back to the chamber entrance and lighting up her horn with her magic. The light brightened up the entrance a bit, but it revealed nothing. She looked to the left and right before saying, "It doesn't look like there's anypony or anything here. Are you sure, Spike?"

The baby dragon relaxed a bit, saying, "Maybe it was just the Gaia Gate…"

Twilight wasn't sure about that, but decided not to voice her opinion. She just turned around and went back the way she had been going, passing under the beam of sunlight again as she went through the opening in the wall beyond it. Looking to the left and right, Twilight and Spike saw two openings in the wall that they could search. After a moment, Twilight spoke, "See if there's anything there on the right, Spike. I'll look to the left." Spike saluted and hopped off her back, running through the opening in the wall while Twilight trotted towards the other one.

Twilight reached the opening and peered inside, only to be met with a small, square-shaped room on the other side. She sighed, "Nothing here. I'd better go see if Spike needs any help." She was about to turn and walk towards the other opening when she suddenly heard a noise from the other end of the chamber. "What was that?" she wondered as she turned to look.

At the other end of the conveyor belt, there was a portal on the wall across from it. It looked like the other portals the group had seen thus far, so Twilight leaned forward to try to get a better look at it. Before she could see what it was showing on its surface, a dark purple aura suddenly wrapped around her and pushed her forward, onto the conveyor belt! Twilight let out a yelp when she was pushed forward and she scrambled for a moment when the belt started pushing her forward.

As she was getting close to the end of the conveyor belt, she looked up and saw the Mysterious Mare-Do-Well standing in front of where the belt would deposit her. The next few moments were a blur; as she reached the end of the conveyor belt, Mare-Do-Well reared back on her hind legs and grabbed Twilight with her forelegs. The masked mare then fell onto her back, lifting her hind legs up as her back hit the ground and kicking Twilight with them, the lavender unicorn's saddlebags falling off her back as she was sent flying hind legs first into the portal!

It was at this particular moment that Spike came back from searching his room, now looking for Twilight. "Hey Twilight, where are you? I didn't find anything in there. Did you find any… thing…?" He trailed off near the end of his last sentence as he looked towards the other end of the conveyor belt and saw Mare-Do-Well standing there, holding Twilight's saddlebags in her magic grip. The masked mare looked at him for a moment before turning and jumping into the portal herself.

Almost immediately, Spike dashed onto the conveyor belt, calling, "Hey, stop!" He was briefly thrown off by the conveyor belt pushing him forward, but he quickly recovered and kept running. As he reached the end of the belt, he leapt towards the portal, only to have it close when he was an inch away from it. Spike crashed into the wall where it had been head first, landing on his rump when he peeled off of it a moment later. After rubbing his face, he looked up at where the portal had been, the only thought going through his head being, "_Oh man, oh man, oh man…_" He quickly stood up and ran out of the chamber, screaming, "TAILS!"

* * *

><p>Twilight groaned as she held a hoof to her head, feeling dazed after being pushed through the portal and suddenly hitting the ground. She held her head up a moment later and opened her eyes, looking around. Although the area she was in was completely white, she could make out a few details. A circular spot on the floor with a five-pronged star on it, a staircase leading down, a circle of pillars going around, and the floor seemed like it was made of real crystal… "Am I in the Crystal Empire?" Twilight wondered aloud. She stood up and walked over to the nearby edge, taking a look below. Despite the lack of color, the view was familiar. She was definitely in the Crystal Empire.<p>

The unicorn's relief at determining her location was cut short when she remembered something. "Wait a minute, where are my saddlebags?!" She looked around the roof of the castle frantically, muttering, "My book, the Elements of Harmony!" Finding no trace of her saddlebags or their contents, she ran over to the edge of the roof and focused on the street below as she channeled her magic into her horn. She disappeared and reappeared a moment later on the street leading straight to the castle. She looked around, wondering where to start looking for her saddlebags.

Just as she was about to head for the library, a flash of color caught her eyes and she turned to look at the castle. There, sitting on the ground near the Crystal Heart, were her saddlebags. Twilight grinned and nearly squeed before running towards the castle, eager to get her saddlebags back.

Before she could reach the castle, however, a bolt of dark purple lightning shot down from above, hitting the ground in front of Twilight, the unicorn managing to stop herself in time. Looking up, she saw the castle balcony, and there, standing at the edge, was Mare-Do-Well, her hat floating next to her head as a dark purple aura surrounded her horn. The masked mare looked down at Twilight for a second before her horn lit up and she disappeared, reappearing on the street a short distance in front of Twilight and placing her hat back on her head in such a way that her horn could still be seen.

Twilight glared at the masked pony, "Mare-Do-Well! What do you want from me?! Why did you bring me here?! Give me my saddlebags right now!" The mare's only response was tilting her head forward so her still-glowing horn pointed directly at Twilight. Then, without warning, she fired a beam of magic energy from her horn! Twilight yelped as she moved to the side, the beam flying past her. Twilight looked back at Mare-Do-Well and exclaimed, "Hey! What's the big-?!" She was cut off when Mare-Do-Well began firing more beams at her in rapid succession, some directly at her and some aimed down at her legs!

Twilight did her best to avoid these magic shots, but several scraped along her sides, slightly scorching her fur. She ducked down as one was just about to hit her in the face, dodging it and then turning and running away. Mare-Do-Well immediately gave chase, still firing beams from her horn. As she ran through the Crystal Empire and tried to dodge the beams, Twilight occasionally looked back at the masked mare over her shoulder, wondering, "_How is she doing this? Shouldn't she have run her magic reserve down by now?_"

As she faced forward again, Twilight gasped; there was a cart directly in her path! She dug her hooves into the ground, sliding as she tried to stop herself from crashing into the cart. Quickly realizing it was too late to stop, Twilight lifted her legs and ran to the side, managing to get around the cart without crashing into it. That ended up being the smart thing to do; a second after she went around the cart, a beam from Mare-Do-Well hit the cart where her head would have been if she had kept sliding.

Her attempt to slow down still cost her, however, as it allowed Mare-Do-Well to catch up slightly. And it also allowed her to track the lavender unicorn's movements better. As a result, the next beam she fired ended up hitting Twilight's left hind leg, causing her to stumble before falling on her face. Trying to block out the slight burning sensation in her leg, Twilight attempted to climb to her hooves, only for Mare-Do-Well to tackle her and pin her to the ground on her back.

Twilight looked up at the masked mare as she seemingly glared down at her, her horn still surrounded by her dark purple aura. She didn't know what the mare was planning to do with her and she didn't fancy the thought of finding out. "_Even after everything me and my friends have been through, I was hoping I could avoid getting into a fight with… whoever Mare-Do-Well is. I was hoping I could lose her by running and then find a way back after I retrieved my saddlebags, but it looks like I have no choice now. I'm going to have to get my saddlebags back and fight her!_" she thought to herself.

When Mare-Do-Well leaned down with her glowing horn, Twilight quickly channeled her magic into her horn and blasted her with the same spell she used against the changelings back in Canterlot. It didn't reveal who she really was like with the changelings, but it did knock her off of the unicorn and left her lying dazed on her back. Taking advantage of her daze, Twilight quickly thought of where she wanted to be and teleported away, reappearing on the street leading to the castle.

Climbing to her hooves, she dashed towards the castle, towards her saddlebags. When she was almost to the castle, she heard a pop behind her and increased her speed, knowing it was Mare-Do-Well. She managed to reach the castle and dove towards her saddlebags, grabbing them in her forelegs as a dark purple beam flew over her head. She sighed to herself, "Just made it…" before using her magic to place her saddlebags on her back where they belonged.

Standing up, she turned to face the Mare-Do-Well, only to see the masked mare almost on top of her! Twilight quickly cast her teleportation spell, but it didn't work and Mare-Do-Well tackled her, sending both mares rolling down onto the street in a flurry of flying hooves. Eventually, Twilight managed to lift her hind legs and press her back hooves against Mare-Do-Well, giving a hard push and kicking her away.

As she sat up, Twilight saw Mare-Do-Well running away. She was confused; why would the mare run away now of all times? Her eyes widened as she thought, "_She must be planning something!_" She looked back over her shoulder at the Crystal Heart while thinking, "_I can't stay here. That would put the Crystal Heart in danger._" She stood up and ran around the castle, heading for the Crystal Empire outskirts, where the rest of the empire would surely be safe from whatever Mare-Do-Well was planning.

Once she felt she was sufficiently far enough out, Twilight turned around and cast a force field around herself, the sides of the bubble a couple of feet away from her in the center. "Okay Mare-Do-Well, I'm ready," she muttered, steadying herself. As she eyed her force field, a thought occurred to her. "Maybe…" Lighting her horn up again, she thought back to what Silver and Blaze had told her while she started making a Psychic Knife.

A minute later, as she was finishing up, something slammed against her force field and she cracked an eye open to look. She saw the splintered remains of the cart she nearly hit lying in front of her force field, and past them, she saw Mare-Do-Well running towards her, carrying various things with her magic (Twilight recognized some of them from the Crystal Fair she and her friends had set up during their first visit). Twilight closed her eyes and tried to focus on her Psychic Knife, looking for the right time to stop channeling energy while Mare-Do-Well pounded her force field with the objects.

Soon, Twilight's force field began to crack, and a second later it shattered as a wooden stick came through the force field, right at the lavender unicorn. Twilight leapt to the side to avoid it, holding her completed Psychic Knife in her grip, and looked at Mare-Do-Well to see the masked mare charging at her. Twilight steadied herself, "_Got to time this just right…_" Just as Mare-Do-Well was about to hit her, Twilight leapt to the side and quickly turned around, seeing the masked mare skidding to a stop. Before she could turn around, Twilight thrust her head forward, releasing her magenta-colored blade from her magic grasp, sending it flying at Mare-Do-Well.

The masked mare in question looked back over her shoulder and her eyes seemingly widened at the projectile coming towards her. She turned and tried running to the right, but while the knife didn't hit her directly, it did tear part of her costume, particularly around her left flank. Once she was sure it hadn't hit her, Mare-Do-Well came to a stop and pulled a complete 180, turning around to watch as the blade flew through the air. It kept going for a few more seconds before it broke apart.

Both Mare-Do-Well and Twilight looked at where it had been for a few moments before the latter gave a big grin. Silver had told her that a Psychic Knife would eventually break apart on its own, and that one had flown farther than any she had made before. "I did it! I actually used the Psychic Knife correctly!" she cheered. She calmed down after a moment, remembering the blade had cut through part of Mare-Do-Well's costume and turned to look at the masked mare, the ripped area in clear view due to the mare still standing seemingly in shock.

Twilight's eyes widened when she saw the cutie mark under the costume: a blue magic wand sprinkling light blue pixie dust. And the coat under the cutie mark was a brilliant azure color. "No! It can't be…!" she gasped, knowing only one pony that had that coat and that cutie mark. Mare-Do-Well was broken from her trance at Twilight's words and looked down at her flank. Realizing her disguise had been ruined, she glared up at Twilight for a moment before unleashing a bright flash from her horn, forcing Twilight to cover her eyes.

When Twilight's vision cleared, she looked and saw that her suspicions had been confirmed. There, standing where Mare-Do-Well had been, was a brilliant azure unicorn wearing a purple cape decorated with stars. As she watched, a matching magician's hat floated down and came to rest atop her head, covering up her horn. Twilight stared at her, her eyes wide with surprise. "T-Trixie?!" she exclaimed.

The unicorn opened her dark grayish violet eyes and looked directly at Twilight Sparkle at the sound of her name. Something seemed off about her eyes, not like when she was wearing the Alicorn Amulet, but Twilight didn't have time to think about it because Trixie started speaking, "That is correct, Twilight Sparkle! I, the Great and Powerful Trixie, have returned, and this time, I will have my revenge!"

Twilight stared at her in shock, "What?! All this… But before you left Ponyville that time, you said the Alicorn Amulet…"

Trixie interrupted her with a loud laugh. She then grinned at her, "You're a fool, Twilight Sparkle! Did you really think everything I said while wearing the Alicorn Amulet was said because of its influence? Why do you think I, Trixie, sought out such a thing in the first place? I only asked for your forgiveness at the time to get on your good side so you wouldn't suspect I still wanted my revenge! And you believed me, like I knew you would!"

Twilight stared at her, still unable to believe what she was hearing. "But… after that, when…"

Trixie once again interrupted her, "Oh, save it, Twilight Sparkle! I- Trixie has never forgotten what she went through after you showed her up the first time! Your little trick to get the Alicorn Amulet does not sit well with Trixie either! Well, Trixie has no need for that trinket now! Her magic is already at a higher level than yours!"

Twilight got out of her shocked state somewhat and narrowed her eyes slightly, asking, "So you want another magic duel? Is that what you're saying, Trixie?"

The other unicorn replied, "Of course! But this won't be like our last duel! When you lost last time, you were banished from Ponyville. If you lose this time-" She suddenly stopped in mid-sentence, her head suddenly tilting to the side as her right eye opened and closed a few times in quick succession and her whole body shook. Twilight looked on in confusion; what was she doing? Trixie straightened up after a moment and glared at Twilight, saying, "If you lose this time, the penalty is DEATH, Twilight Sparkle!"

Twilight looked at her with wide eyes, "What?! You would… you can't just…!"

Trixie smirked evilly, "Oh yes I can. After all, who's going to be around to witness it? Nobod- Nopony, that's who! And even if I was caught, what would… anypony do about it? I'm too powerful! And just to show you that I'm not bluffing this time…" She lifted her hat off of her head with her magic and her horn lit up, once again giving off a bright flash that forced Twilight to look away and take several steps back.

When she opened her eyes and looked back at where Trixie had been standing, she saw… translucent purple fur that looked like the night sky? And claws and a long tail that was the same color? As she looked up, Twilight's eyes slowly shrank as she realized what she was looking at. "That… This is a…" she stuttered.

She looked up as she heard a laugh coming from the massive creature's head and saw Trixie there, being held up by her own magic as she floated in front of the creature's face. She called down, "That is correct, Twilight Sparkle! It is a real Ursa Major! My magic not only called it here, but also makes it obey my commands!"

Twilight shook her head, "N-No! That can't be right! Not even dragons can be fully…!"

While she was paused, Trixie smirked, "Oh? Is that a touch of disbelief that I hear, Twilight Sparkle? Perhaps a demonstration is in order!" She floated up and perched herself on the Ursa Major's head. She then spoke, her horn still glowing, "Do as I tell you, beast! Grab that unicorn!"

For a moment, the Ursa Major just stood there, but then it looked down at Twilight and reached down with its right paw, the lavender unicorn's eyes widening at the sight. She turned around and ran from her spot, just narrowly avoiding the Ursa's paw. Trixie saw this and said, "Stay after her!" At that, the Ursa Major lowered itself to the ground on all fours and started lumbering after Twilight.

Twilight looked back as she ran towards the Crystal Empire, each step from the Ursa Major matching her running speed. "O-Okay Trixie, you've made your point about the Ursa Major! You can call it off now!" she called back.

Trixie merely smirked, "I'm afraid I can't do that, Twilight Sparkle. This is my spell for our magic duel. Where's yours?"

Twilight yelled, "I didn't even agree to the duel, Trixie!"

Trixie responded, "Oh yes you did. By going through that portal, you automatically agreed to this duel." She grinned evilly, "Now get back here, little pony. I'm not done with you yet!" The Ursa Major kept lumbering after Twilight for a few more seconds before the lavender unicorn's horn lit up and a bright flash emanated from it a second later.

Trixie looked away when she saw the flash, but when she looked back, Twilight was gone. The traveling magician looked upset for a moment, but she soon calmed down and said, "She can't get back from here. She's just playing hard to get. Well, she'll show herself sooner or later… one way or another." She then directed the Ursa Major to continue onward to the castle.

Inside the Crystal Empire library, Twilight was huddled up against the side of a bookcase near the entrance, her body shaking with fear as the hopelessness of her situation caught up with her. She'd been lucky enough to put the spells she had been practicing to good use when Snips and Snails lured the Ursa Minor to Ponyville, but even if she had wind, cattails, and warm milk, she wouldn't be able to soothe the Ursa Major the same way, even if it wasn't under Trixie's control.

As she leaned against the bookcase, she thought to herself, "_I don't understand. I wouldn't be surprised if Trixie's been practicing since our last duel, but it hasn't been that long! How'd she go from tickling Rainbow Dash to being able to not only summon an Ursa Major but also control it in such a short amount of time? She's the one who took Zecora's potions; if she'd somehow found the Alicorn Amulet while she was at her hut, then maybe I could see it. But she doesn't! So how did she learn how to do that?_"

As she thought about her rainbow-maned friend again, Twilight's thoughts went from analytical to regretful. "_Rainbow Dash… I was ready to fight Trixie when she was disguised as Mare-Do-Well to see her and the others again, but now… I don't know how I'm going to be able to beat her. Yes, I've learned a lot, but I don't see how a lot of it is going to help break a magic hold on an Ursa Major, much less defeat it._"

She shuddered as she felt the ground shake from one of the Ursa Major's footsteps. It sounded like it was right outside; had Trixie found her? The wind from the impact blew into the library. "_What do I do, what do I do, what do I do?_" she asked herself as she squeezed her eyes shut. Another footstep rumbled outside, causing another wind to blow into the library.

"_You gotta be true to yourself!_"

Twilight's eyes shot open at that. She looked around in confusion, "_Sonic…?_" Another footstep rumbled outside; was the Ursa Major walking past the library? Once again, the wind blew inside.

"_Nothing starts until you take action!_"

Twilight was still looking around. "_It… it sounds like he's right here talking to me…!_" One more footstep rumbled out past the library, the wind just barely making it through the front doors.

"_If you have time to worry, then run!_"

Twilight stopped looking around as that passed through her head. She thought long and hard about it, not even noticing the shaking or the retreating sound of the Ursa Major's footsteps. After a minute, she looked up and muttered, "You know… that is actually good advice. Trixie's going to find me no matter where I go here in the Crystal Empire, and I don't know how long it'll take for my friends to find a way here, if that's possible. But if I want a chance at ever seeing them again, I'm going to have to do something. Worst case scenario, hiding from or confronting Trixie is going to end the same way, but if I'm willing to face the possibility of failure, I might just find a way to defeat her." She gave a wry smile as she added, "Come to think of it, I should be a natural by now at experiencing failure."

**A few minutes later…**

The Ursa Major stood on all fours in front of the castle, Trixie looking down at the Crystal Heart underneath it. While stroking her chin with a hoof, she mused, "So this is the Crystal Heart, is it? This supposedly protects the Crystal Empire? It doesn't look like anything spectacular…" She shrugged a moment later, "Well, I'm sure I can use it for something. I'll just take it with me." Without being told to, the Ursa Major lifted a paw and started reaching for the Crystal Heart.

Before it could reach the heart, both the Ursa and Trixie froze at a loud shout of, "TRIXIE!"

Trixie straightened up a moment later and ordered the Ursa Major to stand up and turn around. It did as she commanded and she looked down to see Twilight standing on the street below, her horn pulsing with her magic. Trixie smirked down at the lavender unicorn, "Well, you decided to crawl out of your hole, Twilight Sparkle! Trixie doesn't know what you're hoping to accomplish, but Trixie certainly wouldn't call this one of your smarter decisions!"

Twilight yelled up at her, "Well, with you walking around with an Ursa Major under your control, you were going to find me sooner or later, Trixie! Why prolong the inevitable? Let's just get this duel over with!"

Trixie huffed, "Hmph. You would never make it in the show business with an attitude like that. You're supposed to draw out the suspense and keep your audience on edge! But if you want to do this quick and easy, then who is Trixie to say no?" She glared down at her rival, "Go ahead, see if you can make Trixie laugh, Twilight Sparkle!"

Twilight responded by sweeping her head up and down, forming a vertical Psychic Knife with her magic. As she saw it being formed, Trixie chuckled, "Oh, I see you're getting the magic butter knife out again. This should be worthy of a great and powerful laugh!" Twilight finished preparing her blade of magic and then looked up at the Ursa Major, flicking her head to send it flying. Trixie sighed, "Block it, beast." The Ursa Major held up its left arm at that, the blade striking its wrist and holding there for a few seconds.

And then, to both unicorns shock, the knife sliced right through the Ursa Major! Its massive paw fell from its arm as the Psychic Knife broke apart, the paw suddenly fading away before it hit the ground. "W-W-What the-?!" Twilight exclaimed.

"Uh-oh…" Trixie squeaked.

Twilight's eyes narrowed as realization hit her, "That's not a real Ursa Major! It's just an extremely lifelike illusion!" Her horn lit up again and she fired a beam directly into the chest of the Ursa Major illusion. As soon as it hit, it began to spread across the illusion's body until the whole thing was magenta-colored. A bright flash erupted from it a second later, and when it cleared, the illusion was gone and Trixie was falling to the ground, screaming all the while.

Just before she hit the ground, Trixie used her magic to slow her descent and set herself down on her hooves. Looking up, she saw her hat falling and the precious object inside of it. She used her magic to retrieve both, making sure the object didn't fall out, and perched her hat back on top of her head. She then glared at Twilight, who said, "Show's over, Trixie. Looks like your magic isn't as powerful as you think it is."

Trixie huffed, "Says you, Twilight Sparkle! Did you not see how I teleported, the fact that I was able to create such a convincing illusion in the first place? My magic may not be what I said it was, but I'm still more powerful than you!"

Twilight asked, "That other Mare-Do-Well, she was another illusion, wasn't she?"

Trixie replied, "That is correct. She's also the one that has your zebra friend's saddlebags. It makes no difference to me if she was caught or not. She broke up your little group, allowing me to get you all alone."

Twilight asked, "Why are you doing this?!"

Trixie growled, "I already told you! We are having a duel! I want revenge! At the end of this day, one shall stand, one shall fall!"

Twilight glared at her, "So that's how it's going to be, is it?" She used her magic to pull her book out of her saddlebags and levitate them off, setting them down away from her. She then created a sizable force field around them so that they wouldn't damage parts of the Crystal Empire, by accident or otherwise. She then said, "I'm ready."

Trixie grinned, "Excellent. Let's d-d-d-d-d-d-duel!" Her last word came out sounding weird because she once again had a strange spastic attack, her head tilting to the side and her legs shaking as Twilight looked at her in confusion. Trixie straightened up after a moment and glared at Twilight, using her magic to position her hat on the back of her head. They both glared at each other for a minute.

Then Trixie said, "Draw!" and fired a dark purple beam from her horn at Twilight. The lavender unicorn responded by holding her book up in front of her and channeling her magic into it. When the beam struck, a miniature force field formed around Twilight, holding back the attack. After Trixie's attack was over, Twilight's horn lit up and she teleported in front of the azure unicorn, still holding her book. Unfortunately, Trixie seemed to have predicted this, as she raised her right foreleg as soon as Twilight appeared and punched her across the face, pushing her back a few steps.

Shaking her head, Twilight looked to see Trixie leaping at her, her forelegs outstretched. Twilight caught her with her magic when she was a little closer and spun around, throwing Trixie towards the force field. The unicorn managed to right herself and hit the force field hooves first, bending her knees and jumping off of it towards Twilight, the lavender unicorn leaping up to meet her in midair.

As they were about to collide, Trixie brought her hind legs up and kicked Twilight in the face, knocking her onto her back while Trixie landed hooves down. Twilight managed to climb to her hooves, but she had just barely gotten up before Trixie smacked her with her cape. She managed to back away and avoid a buck to the face and held her book up in front of her. When Trixie dashed towards her to attack, Twilight swung the book, hitting Trixie across the face and then following up with several more strikes before delivering an uppercut with it, knocking Trixie off her hooves. Twilight leapt up after her, delivering several punches with her hooves before landing on her hooves while Trixie landed hard on her rump.

After recovering from her hard landing, Trixie looked up at Twilight and thrust her left foreleg across her chest and into her cape. Twilight looked confused for a second, but then Trixie swung her leg back out, throwing some kind of blue powder at the lavender unicorn. Twilight let out a yelp as she turned her head away. It didn't seem like there was anything dangerous in the powder, but some of it still got in her eye. While she was trying to get the powder out, Trixie leapt at her, knocking her to the ground, both of them rolling and trying to punch each other.

Eventually, Trixie managed to kick Twilight away, the bookworm hitting her force field back first. When she recovered and stood up, she saw Trixie's horn glowing, the magician soon firing a sphere of magic energy at Twilight, who ducked to the side to avoid. For some reason, she could swear that the color of Trixie's magic was a lighter shade of purple, but didn't have time to ponder this as the showmare began firing magic shots at her, forcing her to run to avoid them.

After running for a few seconds, Twilight teleported right next to Trixie, startling the azure mare. Trixie immediately tried to retaliate with a beam, but Twilight dropped down, causing the beam to hit the force field instead. While Twilight was down, she set her book on the ground and opened it; seconds later, when Trixie looked down, a magenta blast of magic energy burst out of the book, knocking her upwards. Twilight immediately followed her to attack, not giving her a chance to recover. When they landed, Twilight held her book in front of her, opening it to a certain page. Trixie saw this, as well as Twilight looking away, as she climbed to her hooves, but she had no time to avoid the beam that came shooting out of the book.

After recovering from the attack, Trixie got up and the battle continued for a short while. During this time, Twilight's force field began to develop noticeable cracks and Trixie's magic aura slowly became lighter and lighter until it was back to its usual pale, light grayish magenta. By this time, her magic had stopped having the effects it initially did, causing Twilight to suspect that however Trixie obtained her magic boost, it was only temporary.

After enduring a series of physical strikes from Trixie, Twilight used her magic to shield herself from the next strike and then strike back herself, pushing the azure mare away. When Trixie charged at her, Twilight teleported behind her and closed her eyes as she focused; this was going to take all of her concentration. Trixie skidded to a stop and looked back at Twilight to see what she was doing. Not suspecting the unicorn was planning anything, she charged at her again, this time leaping at her as she got close.

As Trixie reached the height of her jump, Twilight's eyes opened and she lowered her head. Trixie had only seen them for half a second, but she knew Twilight's eyes were completely white. The lavender unicorn floated up off the ground as Trixie came down, a dome of magenta-colored magic energy suddenly spreading out of her body and catching Trixie within it. At the center of the dome, Twilight's body twitched as she channeled her magic out of her body, Trixie unable to move at all in the dome. A second passed before Twilight jerked her body forward towards Trixie, releasing one last burst of magic energy at her.

And that did it. The force of the magic burst sent Trixie flying through the weakened force field, causing it to collapse as Twilight dropped to the ground. Looking up, Twilight saw Trixie land on her back on the street away from the castle, her hat landing on its side a short distance away from the unicorn. A closer inspection revealed something had fallen out of her hat and, after putting her book away in her saddlebags and retrieving them, she ran towards Trixie to find out what it was.

Once she had reached the hat, she could clearly see what it was and she gasped. It was a necklace with a purplish-pink diamond-shaped jewel in the center of it. "The Element of Generosity! But how did…?" She stopped short when she heard a groan and looked to see Trixie climbing to her hooves, looking… well, more than a bit dazed. As the unicorn tried to maintain her balance, she raised her right hoof to the side of her head and gave it a good smack.

As Twilight watched, something fell out of Trixie's left ear. She then heard the magician groan as she lowered her hoof, "Finally… I thought I'd never stop…"

Something was definitely different about Trixie, Twilight noted. Her eyes looked normal again, and with all the panting and heaving she was doing, she looked like her regular old self. Not like the death machine she had been acting like not even a minute ago. Twilight took a few steps towards her and ventured, "Trixie?"

The azure unicorn looked up at that, her eyes going wide at the sight of her rival. "Twilight Sparkle!" she gasped. Her eyes soon narrowed and she stood up, turning away and holding her nose up as she spoke, "Well, that's that, then. Congratulations, Twilight Sparkle, you have completely showed up Trixie. You can have that silly necklace Trixie had as your reward, now go!"

Twilight looked at her in surprise. Trixie sounded angry, but there was something beneath the anger, something she had heard only once in Trixie's voice before, and it wasn't this heavy. "Trixie…" she started.

The azure unicorn interrupted her, "Oh fine, fine!" She looked back at Twilight over her shoulder, her horn beginning to glow, "I'm sure you saw the thing that fell out of Trixie's ear! Take that as well! Take it far away from Trixie! In fact, why don't you take Trixie's hat as well?" Her magic picked up the remains of what Twilight could now see was some kind of machine and dropped them in her hat before thrusting it at the lavender unicorn, which awkwardly caught it in her hooves. Trixie's magic then surrounded her cape as she added, "And take Trixie's cape while you're at it so you have everything Trixie owns! Now leave Trixie alone!"

She threw her undone cape at Twilight and it landed on top of her. The unicorn lifted it and her saddlebags off of with her magic and moved both of them, along with Trixie's hat and the Element of Generosity, off to the side. She took a few steps towards Trixie, trying again, "Trixie…"

Only to have Trixie interrupt her again as she turned away again, "Begone from Trixie's sight, Twilight Sparkle!"

Twilight shook her head and persisted, "Trixie!"

The azure unicorn turned around to face her fully and screamed, "LEAVE ME ALONE!"

Twilight took a step back at the scream, but was held back from taking any more by Trixie dropping her use of the third person. "Trixie…?" she asked.

Trixie continued to glare at her for a second before she gritted her teeth, tears springing to her defeated eyes as her defenses began to crumble. Her legs buckled, unable to hold her up any longer, and she covered her eyes with her forelegs, trying to hide her tears. She heard hoofsteps coming towards and weakly asked, "Why are you still here, Twilight Sparkle? Why won't you leave the Ashamed and Traitorous Trixie alone?"

Twilight looked down at the mare in front of her, "'Ashamed and Traitorous'?"

Trixie whimpered, "You know what I mean… Everything I did just now… This isn't like when I was wearing the Alicorn Amulet… I didn't have a lot of control over myself due to its corruption, but I at least had something. This… I was powerless to stop this…"

Twilight asked, "What happened…?"

Trixie lowered her hooves to the sides of her face as she spoke, "I… can't remember it all completely… When that strange thing was put in my ear, it blocked out a few things from my memory, and I could not see anything for a while afterwards… But I remember hearing something about magic increasing its power before it was placed in my ear… I remember drinking a mixture to temporarily boost my magic… And I remember being ordered to kill you… After that, I… I think I've been trying to regain control of myself, to stop myself… And while I was trying to do so, I… I could see everything my body and magic were doing to you…"

Twilight murmured, "Trixie…"

The showmare said, "The only other thing I can completely remember is being ordered to take that costume you saw me wearing before I lost control… and thanks to that magic burst, I can't even return it now because it's been burnt to nothing…" Twilight walked to her side and placed a hoof on her shoulder as she wept, "Banishing you was bad enough, especially when the Alicorn Amulet made me want to do it, but this… If you hadn't fought back, I would've killed you, and I didn't want that… To have to watch as both my body and my magic betrayed me, going against my wishes… I was hoping we could start anew after all that trouble with the Alicorn Amulet, but how can you possibly trust me now, after I tried to kill you?"

Unnoticed by either of the two mares, the Warp Ring appeared near the castle and Sonic and Tails stepped out of it. After Tails retrieved it, they both saw Twilight and Trixie and ran towards them, hiding behind a nearby building to observe the scene.

After a short silence, Twilight spoke, "Trixie… I can't claim to know what you went through, and I know this isn't going to help you much right now, but you said that that device, whatever it was, was manipulating your actions and left you with little control over yourself. And I see now that those times where you were acting strangely were you trying to regain control, which, to me, means you're telling the truth. So I forgive you."

Trixie looked up at her, her eyes still wet with tears, "Do you really mean that? How can you say that?"

Twilight replied, "I was mad at you when you first came back to Ponyville because you were messing with my friends and the other ponies of Ponyville, but even when I was banished, I never hated you. I was more concerned about the way you were acting and what you were doing. Whatever was guiding you this time gave me no choice but to fight back. I was hoping all the while that I could get you out of whatever possessed you to try to kill me, and I see now that I have. So no, I don't hate you. And I know my friends won't hate you either."

Trixie looked doubtful at that, "How do you know?"

Twilight smiled softly, "Because I made a new friend today, and he's proven that he can look past what somepony has done to find out who they really are and try to make others understand what he learns. He'll do the same for you. I know it."

Trixie asked, "Really…?"

Twilight nodded, "Yes. And I may not know him well enough yet, but I think I know what he'd say." Trixie watched as the unicorn took a few steps away from her, her eyes closed. Trixie rose to her hooves, looking at her in confusion. After a few seconds, Twilight opened her eyes and began to sing:

_Take a look inside your heart_

_What seems fair today,_

_Tomorrow it may not._

_Just a walk or a journey_

_Don't stop reaching high._

_Don't let the time pass you by._

_So many ways that you can,_

_Try to forget._

_So many ways you'll find,_

_Wake up to regret._

_Someday,_

_One day,_

_We'll say live life, I know!_

_Hold on,_

_Hold tight!_

_Don't let go,_

_Don't lose sight._

Twilight had her head lowered as she sang out the last part, but it jerked up when she heard the sound of applause. She and Trixie turned to see Sonic and Tails stepping out from behind the building they'd been behind, clapping. Upon seeing them, Twilight had several questions, but they were forgotten when Sonic opened his mouth:

_Feeling like the road._

_It's winding you on every turn._

_But there are lessons to learn._

Tails stepped up as he finished:

_Take a look inside your heart._

_What once seemed impossible,_

_Today is not!_

Twilight smiled at them and turned back to Trixie:

_So many ways that you can,_

_Try to forget._

_So many ways you'll find,_

_Wake up to regret!_

Trixie noticed them all nod to her. She started out slowly and hesitantly, but she put more feeling into it at their encouraging looks:

_Someday,_

_One day,_

_We'll say live life, I know!_

_Hold on,_

_Hold tight!_

_Don't let go,_

_Don't lose sight._

As they all came together, none of them noticed the color beginning to return to the Crystal Empire as they all sang together:

_Someday,_

_One day,_

_We'll say live life, I know!_

_Hold on,_

_Hold tight!_

_Don't let go!_

Sonic then sang by himself:

_Can't imagine!_

_Can't imagine,_

_Making it on your own!_

_You got it inside,_

_You got it inside of you!_

_So let it out!_

They all came back together:

_Someday,_

_One day,_

_We'll say live life, I know._

_Hold on,_

_Hold tight!_

_Don't let go,_

_Don't lose sight!_

_Someday, (Someday)_

_One day, (One day)_

_We'll say live life, I know!_

_Hold on,_

_Hold tight!_

_Don't let go,_

_Just live life!_

After a short pause, Tails sang:

_Live life!_

Another paused followed before Twilight sang:

_Don't let go!_

Trixie sang after another short pause:

_Live life!_

They all then huddled together and sang to the sky:

_Live life!_

They all held together for a few seconds before the sound of applause caught their attention. Looking around, they saw that a circle of crystal ponies had gathered around them, all of them stomping their hooves in approval. Tails immediately noticed their shiny appearance and whispered to Twilight, "Who are they?"

Twilight whispered back, "They're the crystal ponies, and we're in the Crystal Empire."

Sonic heard her and, as the four of them separated and stood next to each other, muttered, "I guess that makes sense."

They all took a moment to look around. They Crystal Empire had fully regained its color. It seemed as though the Crystal Heart was active again and protecting it, as they could even see the clear blue sky above them. Twilight turned to Trixie as the applause began to die down and the crystal ponies began to scatter and asked, "Do you remember the kind of magic I used in our second magic duel, Trixie?"

The unicorn nodded, "Yes. You said you used the magic of friendship. Your friends helped you when you needed them the most."

Twilight replied, "And it's exactly the same here. We all joined together as friends to sing, and that magic was felt by the Crystal Empire itself. That's why it's back to normal now."

Trixie asked, "Friends? Are you sure…?"

Sonic walked up to her and said, "Of course! I know I wouldn't sing with someone I didn't think I could be friends with, and neither would Tails." Behind him, the fox nodded in agreement. Sonic then placed a hand on his chest, "I don't think we've been properly introduced yet. My name's Sonic. What's yours?"

The unicorn meekly replied, "T-Trixie."

Sonic said, "Well Trixie, I'll have you know that Twilight was right. I'm not going to judge you on your past actions alone. Oh sure, I wouldn't be too happy if you tried to punch me or whatever, but I'm willing to look past whatever caused you to do something like that and see if there's more to you than that. Honestly, it takes a lot to get me to really dislike someone."

Twilight looked at Trixie and asked, "Do you feel better now, Trixie?"

The unicorn turned to her and said, "A… a little. But I…"

Twilight asked, "Yes?"

Trixie sighed, "I don't see how I'm going to get over what I've done, if that's even possible…"

Sonic spoke, "Well, you won't be able to forget it if that's what you're saying, but you can definitely get over it."

Tails nodded, "Yeah, especially if you have people, or rather ponies, I guess, who are willing to stand by you and help you through it."

Trixie looked uncertain, "I don't know…"

Twilight laid her right foreleg over Trixie's shoulders and said, "We still have a lot to do to restore Equestria and Sonic's world, but when this is all over, we'll talk, Trixie. We'll take it one day at a time if that's what you want. Because I can understand what you're going through right now."

Trixie looked at her, her eyes starting to fill up with fresh tears. "I-I…" Unable to hold back any longer, she turned and wrapped her forelegs around Twilight, sobbing softly on her shoulder while the lavender unicorn stroked her back.

While she was comforting Trixie, a thought occurred to Twilight and she turned her eye to look at Tails and said, "Tails. What's left of the device is in Trixie's hat. Do you think you can…?" She trailed off, but Tails understood what she was asking.

Tails walked over to Trixie's hat and fished a hand around inside of it for a few moments before closing it around the machine inside. Pulling it out, he looked at it for a few seconds before saying, "I'll have to take a closer look at it, but I think I can figure out what this is."

Twilight nodded and released Trixie, the azure unicorn taking a step back. Twilight then used her magic to lift the Element of Generosity and place it with the other necklaces, lifting her saddlebags up and placing them on her back while saying, "We'll hang onto this." She then wrapped her magic around Trixie's hat and cape and levitated them over to her, putting them on the unicorn as she said, "But these belong to you and only you, Trixie." Trixie gave her a small but sincere smile at that.

Sonic spoke up after a moment of silence, "If everything's okay now, we should probably get going. Tails and the others already found Vector and Big Macintosh by the time my group got to the Gaia Gate, and now everyone else is probably waiting impatiently in Ponyville to hear that Twilight's okay. You can come with us, Trixie; maybe you can rest up or something for a while."

Trixie nodded a bit, "I think… I would like that. Twilight Sparkle does have a mean left book." Twilight grinned sheepishly at that, but she calmed down a bit when she saw that Trixie was just joking.

Before any of them could move, they could hear something coming from what was left of the crowd that had gathered around them and turned towards the castle to look. From the look of it, some of the crystal ponies were parting to let somepony through. After a few moments, a white unicorn stallion with two tone blue hair stepped through the crowd. As soon as he saw the lavender unicorn in the group, he asked, "Twily?"

Twilight gasped, "BBBFF!" A second later, a pegasus unicorn with a pale, light grayish cerise coat came up behind the stallion, causing Twilight to say, "And Cadance!" before rushing over to them.

Sonic raised an eyebrow as he looked at the two newcomers, not noticing Twilight and Cadance do their usual greeting as he asked, "'Twily'?"

Trixie looked confused as well, "'BBBFF'?"

Tails thought about what he heard for a moment before looking at Cadance and starting, "Twilight called her Cadance, so," he looked at the stallion as he finished, "that must be her brother, Shining Armor."

Trixie looked surprised, "Twilight Sparkle has a brother?"

Sonic nodded, "Surprising, I know. Guess we should go over and meet the big guy and his wife. Stay behind us just in case, Trixie." The showmare quickly caught on to what he was getting at and nodded, the three of them walking over to Twilight, her brother, and sister-in-law.

The latter, Cadance, noticed them coming over and said, "Oh my! Twilight! Who are they?"

Twilight turned partway around to see Sonic, Tails, and Trixie come to a stop right next to her. She looked at her sister-in-law as she spoke, "Oh, I'm sorry, Cadance! I haven't introduced you yet!" She looked at Sonic and Tails and said, "You guys remember when I mentioned my brother and Princess Cadance." They both nodded, so she turned back to Shining and Cadance, saying, "Shining, Cadance, these are some new friends of mine." She gestured to Tails as she said, "This is Tails."

The two-tailed fox stepped forward and nervously waved, "Hi…"

Cadance happily replied, "Hello there, little fox! I must say, I've never had the pleasure of meeting a fox before!"

Shining awkwardly nodded, "Yeah, it's… different." He honestly didn't know what to make of the strange fox, especially when he noticed it had two tails instead of one.

Twilight gestured to Sonic as she said, "This is Sonic."

The blue hedgehog stepped forward and gave a casual wave, "Hey. It's nice to finally meet you two."

Cadance nodded, "And it's nice to meet you too, Sonic!"

Shining Armor didn't say anything, prompting the others to look at him. It wasn't that he didn't have anything to say, it was just that Sonic started looking at him closely after his wife said hi. The blue hedgehog looked down at his hooves and looked up towards his face, then peered to the side to get a good look at his cutie mark. He then looked at Twilight before he looked back at the stallion and shrugged, "Okay, I see it."

Shining looked confused, "Uh, see what?"

Sonic replied, "The family resemblance. There's not a lot similar between you two, but your hair is kind of similar. It's got the same tones and you both have a similar hairstyle. That's pretty cool!"

Shining awkwardly smiled, "Oh, uh, thanks."

Twilight looked over at Trixie nervously, wondering if introducing her to her brother was such a good idea. The showmare looked nervous as well, but she nodded for Twilight to go ahead. Twilight turned to her brother and former foalsitter and said, "And this is Trixie."

Shining Armor's ears perked up at that name, "Trixie?" He looked at the azure unicorn carefully, saying, "I remember Princess Celestia mentioning the name Trixie to me once. Have you ever been to Ponyville before?"

Trixie laughed nervously, "W-Why, Trixie has been… all over Equestria in her time as a traveling magician! It is not easy to remember the name of every town she has visited!" She glanced at Twilight out of the corner of her eye, silently begging for help.

Twilight noticed this and looked at Sonic and Tails, silently telling them it was time to go. Sonic nudged Tails and the fox nodded, moving his left tail behind Sonic as he spoke, "W-Well, that's probably not such a big deal right now. I mean, normally it might be, but we've got other things on our mind to worry about."

Cadance asked, "What do you mean?"

Tails said, "Well, it seems like the Crystal Empire itself is somehow protected, but out there…" He looked at the force field surrounding the empire and noticed, beyond it, whiteness. He pointed, "I don't know if you can see it, but there's white out there, and it's covering all of Equestria right now. And that's bad, very bad."

Shining Armor looked confused, "White?"

Sonic nodded as he quietly slipped his left hand into Tails' tail to get the Warp Ring, "Yep. It's swallowing up the world, man. But don't worry. We've already met with Princess Celestia and Princess Luna about it."

Cadance asked, "You've met with my aunts?"

Sonic replied, "Uh-huh. And Twilight, her friends, Tails, and I are helping them take care of this crisis." He slowly lowered his left hand down, keeping it behind his back as he said, "And now that we know the Crystal Empire is safe, but still in the middle of it, we'll put it on the list. We'll take care of it." He then smiled, "So it was great meeting you and all, but…" He opened his left hand, the Warp Ring falling from it. Before it hit the ground, he brought up his left foot and kicked it backwards. The ring flipped a few times as it flew through the air before it expanded to its full size. "We gotta run! See ya!" he finished, turning and running towards the ring, Tails, Twilight and Trixie doing the same.

Shining stared dumbfounded for a moment before saying, "What?! Hey!" He galloped after them, Cadance following him after a moment. Sonic, Tails, Twilight, and Trixie jumped through the ring, Shining and Cadance leaping through after them before it closed.

* * *

><p>Spike and the others stood in front of the schoolhouse in Ponyville, the still-frozen forms of Vector and Big Macintosh next to them and Zecora's saddlebags still on Applejack's back as they impatiently waited for Sonic and Tails to return with Twilight and the hopefully bound up Mare-Do-Well. It had taken a lot of convincing to get them to leave it to the duo, and now, considering how long as they had been waiting, they were starting to regret agreeing to that decision.<p>

Any thoughts of starting something were quelled when the Warp Ring suddenly opened up in front of the group and Sonic, Tails, Twilight, and, surprisingly, Trixie came through it and landed on the ground. Before anypony could say anything about the magician, two more ponies came through the Warp Ring and landed awkwardly on top of the four of them, all of them letting out a shout as they fell to the ground, Tails dropping the remains of the machine still in his hands and something flying out of Twilight's saddlebags. "Huh?" was all anypony could utter as they saw Shining Armor and Princess Cadance lying on top of Sonic, Tails, Twilight, and Trixie as the Warp Ring shrunk down and landed on the ground beside them.

Sonic recovered first and looked up at Shining Armor, saying, "Dude, I said we'd take care of it! What word didn't I emphasize enough?"

Rarity glanced down at the object that flew out of Twilight's saddlebags and realized it was her Element of Generosity necklace! She quickly scooped it up, saying, "My Element of Generosity! Darlings, I can't thank you enough for finding it!"

As she and Shining climbed to their hooves, Cadance looked around and wondered, "What's going on here…?"

Noticing Trixie as she, Tails, Twilight, and Sonic stood up, Spike asked, "Why is Trixie with them?"

Applejack nudged him with a hoof and said, "Hush up fer now, Spike! It's startin'!" Sonic, Tails, and Twilight noticed that the schoolhouse and the schoolyard were beginning to regain their color and walked over to the others to join them, Trixie, Shining Armor, and Cadance soon following. Soon, all the color had returned.

They then looked at Vector and Big Macintosh as their colors started to return. As soon as his colors were back, Applejack ran over to Big Macintosh and nuzzled him while Braeburn smiled at him. Once Vector was done making sure he was back, he turned to everyone and spoke, "Thanks, you guys! You know, I got a hunch someone or something is controlling that monster." He made motions with his hands and fingers to emphasize his point.

Big Macintosh drawled, "Eeyup." The others nodded in understanding save for Shining Armor and Princess Cadance.

Any questions the royal couple had were put on hold when everyone heard screaming coming their way. Looking to the right (or in Vector and Big Macintosh's case, the left), they saw Apple Bloom, Sweetie Belle, and Scootaloo running towards them screaming their heads off. Shining Armor and Cadance instantly recognized them as the flower fillies from their wedding. The Cutie Mark Crusaders ran up to their respective sisters and hid behind them. Rainbow looked down at Scootaloo and asked, "What's the matter, Scootaloo?"

The orange pegasus filly replied, "She's crazy!"

Sweetie Belle added, "That hammer is scary!"

Apple Bloom pleaded, "Help, please!"

Sonic, Tails, Vector, Spike, Twilight, Applejack, and Rainbow Dash all soon realized what they were getting at while the rest of them looked confused. They all looked up to see Amy coming towards them, thankfully not carrying her hammer. Once she got close enough, Tails said, "Uh, hey Amy! What's going on?"

The pink hedgehog curtly replied, "Oh, hi Tails. I was just chasing those fillies hiding behind you guys just now."

Twilight asked, "Why were you chasing them?"

Amy said, "Because when I passed by that Sugarcube Corner place earlier, I overheard them telling Celestia and Luna about some kind of love potion! I wanted them to tell me how they made it, but they kept saying no!"

Sweetie Belle exclaimed, "I'm telling you, it was a love POISON!" Big Macintosh inwardly frowned a bit at the memory of that particular Hearts and Hooves Day.

Amy shrugged, "Eh, details. If it was as strong as you made it sound, then it would've been just fine!" She clasped her hands together as she sighed, "I know Sonic loves me. He's just afraid to admit it. A little bit of a love potion or poison would help him, and then he'd never want to leave my side! We'd be together forever!"

Sonic sweat dropped, "Uh, I'm standing right here, Amy…"

Amy turned to him and smiled, "Oh, hi Sonic! Well, don't you worry! I don't need a silly potion or whatever to get you to admit your feelings for me! I'll get you to tell me the right way!" She then skipped away, Sonic glaring at her with half-closed eyes.

Of course, Rarity had to pipe up with her two bits, "That sounds SO romantic! You'd better start thinking now, Sonic! When this is all over, it'll be the perfect chance to tell her how you feel! It'll be so wonderful!" Rainbow and Applejack immediately looked at her like she was crazy.

All of a sudden, the doors leading to the schoolhouse basement burst open, causing everyone to turn around and look. They all saw Cheerilee stepping out of the basement, beginning to look around. "What in Equestria is going on here? What's all the commotion? Why is…?" She stopped short when she saw the group for several reasons: Big Macintosh, Vector, Sonic, and Tails. Some of her students that had been in the basement also popped their heads up to look and they all froze when they saw the three animals. For a minute, nothing was said from or between either of the two sides.

Then Sonic broke it by shrugging, "Well, THIS is awkward."

Big Macintosh nodded, "Eeyup."

* * *

><p>First off, I just want to say that I've gone back and made revisions to a few chapters. Changed a few parts and changed some of the music I chose (this took longer than the actual revisions since some of the videos I had links to were terminated so I had to find music to replace what was taken down). Aside from that, there's nothing overly different from what I had before. You don't have to burden yourselves with going through every sentence carefully to find the differences.<p>

Now then...

WHY do I do this to myself? I tell myself I'm going to try to make the next chapter shorter, and look what I do. I add a bunch of stuff that probably could have been skimmed over and it ends up being long! I think I used to watch too much "Pokémon" (yes, used to; I used to be really excited about seeing the show until the BW series came along and hurt a lot of what I liked about it). So I'm sorry that this is, like, a huge chapter. I dislike the way my muse works sometimes.

For anyone wondering what the deal with Trixie was when she regained control, that's partly due to Twilight and Trixie making up at the end of "Magic Duel" and partly due to... well, what I think. Honestly, I think possession is one of the scariest things that can happen to someone. Just that idea that someone or something else is using your body for their own needs and you have no control over it terrifies me. And that's not counting what's happening to 'you' you while you're being possessed. Can you see what you're doing? Or do you wake up later, amidst the wreckage of 'your' own making? Seriously, think about that before you comment on Trixie's behavior.

Also, I made up the placement of the Gaia Gate so that I could include it here. I'm mostly familiar with the 360/PS3 version of "Sonic Unleashed", but I've seen videos of the Wii/PS2 version. I wanted to try to use elements of both versions, and I like the Gaia Gates that appear in the Wii/PS2 version. I know you go straight to the Dark Gaia Phoenix boss after clearing the nighttime levels in Chun-Nan, but since there's a boss door in the Gaia Gate, I came up with the idea that it could actually be somewhere close to the Gaia Temple and Sonic and Chip just went around it in both versions of the game. So that's what the story with that is.

And before anyone comments about the Werehog not appearing in this chapter, I do have plans for the Werehog to possibly appear in a future chapter. I know this is the "Sonic Unleashed" stage, but that doesn't seem like a good enough reason for him to appear here. When he (possibly) appears later, there will be a good reason for it.

And when she uses it in the future, I'm thinking of having Twilight's version of the Psychic Knife be referred to as the Magic Blade or something to that effect. I'm open to suggestions.

Chapter notes time~

As indicated near the beginning, the park where Silver, Blaze, and Twilight are training is the park where the girls meet up in "May the Best Pet Win".

Originally, I was going to include a little more in the village scene. For some reason, I think there's more to Chun-Nan than what we see in "Sonic Unleashed"; if you look past the gate where you enter the village from, you can see the stone path leading down the mountain. That got me wondering if there's another part of the village that we don't get to go to. Ultimately, I cut it out.

Per a suggestion, I gave Lyra and Bon-Bon a cameo in this chapter for more comic relief. I hope nobody minds Lyra freaking out over seeing humans. I guess I figured that's a standard reaction for her in some fanfics, and I know how everybody loves seeing ponies go crazy.

I made sure to reference the bonus cutscene where Sonic and Chip are eating in the restaurant. The whole deal with Rainbow Dash and Pinkie Pie is another reference to it.

When they're talking about Sonic the Werehog, Pinkie's exclamation of "star arms" is a reference to Ristar.

Sonic mentioning that talking in another language is cool references the fact that, in Japan, Sonic knows more English than most of the other characters.

Spike and Rainbow mistaking rice balls (I know they weren't a food item in the game; I just want to include them) for other foods was a 4Kids joke, since, especially with the "Pokémon" anime, they usually referred to rice balls as other foods.

Sonic's group goes through the daytime stage while Tails' group goes through the nighttime stage.

King Sombra's horn making an appearance here is a reference to how part of it flew off into the distance after he was destroyed at the end of "The Crystal Empire".

The Gaia Gate appears exactly as it did in "Sonic Unleashed".

Trixie turning out to be the Mysterious Mare-Do-Well is a reference to the rumors that, prior to that episode's airing, she'd turn out to be MDW.

Twilight hearing Sonic's voice is a reference to the fact that Sonic IS the wind.

References to "Transformers" and "Yu-Gi-Oh".

Twilight and Trixie fighting each other is heavily inspired by the fangame "My Little Pony: Fighting is Magic". I admit to watching early footage from the game while I was writing.

The device that falls out of Trixie's ear is based off the neuro-controller Eggman put in Sonic's ear in the 2007 Free Comic Day Special, which was probably inspired by the chip that got caught in Sonic's ear in the "Sonic X" episode, "How to Catch a Hedgehog". Originally, Trixie was going to wear a fake Alicorn Amulet that contained the device, but I scrapped that idea.

Like I promised, I had the characters sing a song. For some reason, I felt as though Crush 40's "Live Life" suited the situation. If there's a problem, I can remove the lyrics.

That's about it, I guess. I apologize for the wait and the long chapter, but at least I got it done before Christmas.

Music:

Psychic Training - www. youtube. com watch?v=WgVXjqwCNmQ

Preparing to Set Out Again - www. youtube. com watch?v=EdFhdCuyQEk

Eastern Enlightenment - www. youtube. com watch?v=cNKHr7ecXvg

A Dream Come True...? - www. youtube. com watch?v=igdO203b76k

Good Times - www. youtube. com watch?v=MXi0GpOSArw

A Taste of the Far East - www. youtube. com watch?v=e_e1b17TzRw

Mare-Do-Well Appears - www. youtube. com watch?v=3jho-peCAKs

Chasing Mare-Do-Well - www. youtube. com watch?v=p9GHYYJW5S8

Road to the Gaia Temple - www. youtube. com watch?v=twz4DDh_LSU

Dark Gaia/King Sombra Rising - www. youtube. com watch?v=tX_wuXDz-xo

Cornering the Mare - www. youtube. com watch?v=wIE7m9_G1HI

(Former) Site of the Gaia Temple - www. youtube. com watch?v=THAb2CqT274

Taming the Phoenix - www. youtube. com watch?v=lfczAmFIsTE

The Gaia Gate - www. youtube. com watch?v=9z-QdC8zxL0

The Trap - www. youtube. com watch?v=C_f8wfbJ5SY

Mare-Do-Well Attacks - www. youtube. com watch?v=L6EEQYTZ0z8

The Mare's True Identity - www. youtube. com watch?v=aGLpf-CGoYk

Twilight's Struggle - www. youtube. com watch?v=cD-DCclot2c

Twilight vs. Trixie - www. youtube. com watch?v=MuVAaU63K7k

Not What It Seemed - www. youtube. com watch?v=6mGEg6GRv7s

Live Life - www. youtube. com watch?v=U_1tFJB-lTU

Another Chance - www. youtube. com watch?v=qg8GHRGLrMw

Shining Armor and Princess Cadance - www. youtube. com watch?v=VcwqI8hCX2o

Vector and Big Macintosh Restored - www. youtube. com watch?v=_Cr1ctCbSWQ

Amy, Again - www. youtube. com watch?v=45pAu_7mukU


	14. Sweet Mountain and Planet Wisp

Okay, I hate to have to take up this space near the top, but something needs to be said now, while it can still be remembered. This is intended for all the guests reading this story; if you're a registered user, you can skip this and move onto the story. If you're a guest, then you SHOULD read this.

I just want to remind you something very simple about reviews. If you're a guest, and you post a review, I CANNOT respond to it. If you ask a question, it will go unanswered, simply because that's the way things work around here. I can only respond to reviews posted by registered users, so if you want to ask a question, you NEED an account or I can't answer it.

Another thing that needs to be mentioned is, if you're going to post ANY kind of review, it should be meaningful. If you're writing a review just to ask when the next chapter is coming out, I will either mark it as spam or delete it. That's not what the review system is for. Posting these kinds of reviews does NOT motivate me to write; it has the opposite effect.

I hope that's clear to everyone. Thank you for your time, now back to our story.

* * *

><p>For a schoolteacher like Cheerilee, to say that her students were excitable was an understatement. Whenever something new was happening in Ponyville, her students were often the first ones to find out about it. Trixie's first visit, Apple Bloom's Cutie Pox cutie marks, the Gabby Gums column in the Foal Free Press… On a normal day, Cheerilee would be happy to be caught up in the excitement with them, but this was certainly turning out to be anything but a normal day, if the white sky and odd look of Ponyville were anything to go by. And if she was being really honest with herself, despite the fact that Apple Bloom, Sweetie Belle, Scootaloo, their sisters, and their friends were with them, she wasn't sure what to make of the new… well, animals.<p>

Her students clearly had their own thoughts, however, and they had quickly followed after the group when Vector suggested they show themselves out. Snips, Snails, Featherweight, Twist, Shady Daze, Truffle Shuffle, Diamond Tiara, and Silver Spoon all followed them, all interested in the group for their own reasons. Well, maybe Diamond Tiara and Silver Spoon weren't actually interested in them, but whatever was driving them to follow the rest of their classmates was enough that they didn't listen when Cheerilee tried to call them all back. The rose-colored schoolteacher wasn't a pony that gave up easily, however, and she followed her students through Ponyville, right to the front of Sugarcube Corner.

As she turned the corner, Cheerilee saw Sonic and Twilight herding everyone into the bakery. Tails, Vector, Big Macintosh, and Spike were already inside and Shining Armor, Princess Cadance, Braeburn, Little Strongheart, and the rest of the Main Six were on their way in. Sonic was quick to notice the foals coming towards them and, after Rarity's tail slipped inside, he reached up and pulled the front door shut, leaving himself, Twilight, Trixie, and the Cutie Mark Crusaders still outside.

Twilight wasn't exactly pleased that Trixie had to be exposed to the ponies of Ponyville so soon after her harrowing experience, but she kept quiet after a moment's thought, as she realized that, even with Princess Celestia and Princess Luna inside, the foals could still swarm Sugarcube Corner and leave Trixie feeling even more vulnerable. Knowing Snips and Snails probably still held Trixie in high regard, despite everything that had happened between them, Twilight moved in front of her fellow unicorn to guard her, Sonic quickly moving to her side to aid her while the Cutie Mark Crusaders stood behind Trixie on the stoop.

As expected, Snips and Snails were at the front of the group, wanting to see amazing feats from the Great and Powerful Trixie. All the foals behind them (save for Diamond Tiara and possibly Silver Spoon) were more interested in Sonic, all of them excitedly asking questions or wanting to touch him. The blue hedgehog tried to keep them at bay, glad that they were still little and not full-grown ponies yet, while Twilight tried to keep Snips and Snails from getting to Trixie, Apple Bloom, Sweetie Belle, and Scootaloo eventually moving to help them while Cheerilee tried to get her students back under control.

After about a minute of this, Sugarcube Corner's front door opened slightly and Blaze stepped out onto the stoop, having heard Sonic and Twilight's voice amongst all the noise outside. The foals all gasped and backed away when she stepped out, save for Diamond Tiara, who didn't look impressed with the newcomer at all, unlike Silver Spoon. Blaze surveyed the scene for a moment before looking at Sonic and Twilight and asking, "Sonic, Twilight, what is going on out here?"

Sonic looked back at her and shrugged, "Kids, Blaze."

Blaze looked at Trixie and asked, "Who are you?"

Before the azure unicorn could answer, Snips piped up, "She's the Great and Powerful Trixie!"

Snails laughed slowly, "Heh heh, yeah~."

Twilight turned to look at Blaze and asked, "Uh, Blaze? Could you come here for a second, please?" Blaze looked confused, but did as she was asked, pulling the front door closed behind her as she stepped down. Once Blaze was standing in front of her, Twilight leaned over and started whispering something in the cat's ear, mostly so that Cheerilee's students wouldn't hear.

When Twilight was done, Blaze leaned back and asked, "Are you certain?" Twilight nodded in response; Blaze nodded back and looked back at Trixie, walking over to her. The azure mare began to feel nervous at the even look the cat was giving her, but Blaze spoke before she could panic, "Miss Trixie, may I see your foreleg, please?"

Trixie asked, "W-Why? What are you going to do?"

Blaze held out her right hand, "Just let me see your foreleg. I promise I won't harm you." Still a bit nervous, Trixie held up her right foreleg and placed her hoof in Blaze's hand. The princess looked at it for a moment before saying, "It would appear Twilight is correct. You have been forced to endure blunt trauma and mental scarring. Well, I can certainly do something for one of the two." She raised her left hand and placed it just above Trixie's knee. The showmare began to sweat as she saw what appeared to be fire creeping around the hand, but Blaze gave her a stern look, "Don't panic, and don't close your eyes."

Trixie nodded shakily, "O-Okay." Blaze slowly lowered her hand onto Trixie's knee as the door to Sugarcube Corner opened and Applejack, Rarity, and Rainbow Dash looked outside, wondering what was going on. Blaze began to focus her flames into her hand, which began to glow red as she placed it atop Trixie's knee.

Sonic, Twilight, Apple Bloom, Sweetie Belle, and Scootaloo watched silently, their mouths slightly agape while Cheerilee, her class, Rarity, Rainbow, and Applejack looked considerably more shocked as flames began to spread out from the palm of Blaze's hand. Trixie was about to panic, but then she realized there was a difference between these flames and the feeling a pony gets when they accidentally touch a pot on the stove. "It… That feels warm… Soothing, even," she murmured.

Blaze nodded as the flames spread across Trixie's body, "My flames are not dangerous except when I will them to be. And right now, I am willing them to burn away the physical trauma that you have endured." Trixie gave her a grateful look as she was now completely engulfed in flames, Shady Daze getting out of his shock long enough to get a picture or two for the school newspaper. After a minute, the flames quickly receded back into Blaze's hand and she removed it, allowing Trixie to take her foreleg back. "Do you feel better now?" she asked.

Trixie glanced down at herself for a second before saying, "I… do." She looked at Blaze and sat down, removing her hat with her hooves and holding it in front of her as she said, "I… Thank you. I cannot find the proper words to express how grateful I am to you."

Blaze placed a hand on her shoulder, saying, "That's quite all right. You have been through quite the ordeal from what I have been told. Someone like you needs the love and kindness of others, not admonition." Tears threatened to spew from Trixie's eyes as she put her hat back on and Rainbow, Rarity, and Applejack looked surprised at her words.

Cheerilee turned her attention to her students after a moment of silence, saying, "All right, my little ponies. I understand many of you were very interested in Ponyville's new arrivals, but I believe this is a delicate situation, one that we should not intrude on any further. So if you'll all please hold back your curiosity for the time being, we should all probably go back to the schoolhouse for the time being." Her students were disappointed, but they knew Cheerilee would never lie to them, and they did think that display by Blaze was cool. So they all agreed to go back save for Diamond Tiara and Silver Spoon, though the latter looked like she wanted to go back.

Applejack spoke up, "Excuse me, Miss Cheerilee? Is it all right if Apple Bloom, Sweetie Belle, and Scootaloo stay here? Ah'd kinda like mah sister nearby right now, and Ah think Rarity and Rainbow Dash would like Sweetie Belle and Scootaloo around too." The two mares in question nodded in agreement with Applejack's thoughts.

Cheerilee replied, "Yes, of course, Applejack. I'm not exactly sure what's going on right now, but I can't say it looks like anything safe. As such, I want my students to be safe until they have somepony who can take them home, but as long as you three are here, I see no reason to keep them." The three fillies all looked happy at that, not only because they would get to stay out, but also because it meant there was less chance of Amy finding them.

Of course, nothing can ever be that simple. Diamond Tiara finally decided to break her silence, exclaiming, "Are you kidding me?!" The exclamation was so unexpected even Sonic stared at her in shock. "We're going back to school because she puts on a light show?!" the filly yelled, pointing a hoof at Blaze.

Cheerilee sternly said, "Diamond Tiara, what have I told you about showing respect for others?!"

The filly asked, "Why should I have to show respect to a… cat?!"

Before Blaze could show the filly what it was like to get on her bad side, Apple Bloom stepped forward and said, "Because Blaze is a princess, Diamond Tiara, the princess of a whole 'nother world!"

Diamond Tiara snidely asked, "Oh yeah? Did Granny Smith tell you that?"

Silver Spoon added, "And shouldn't you be addressing her by her title if she's a princess?"

Scootaloo and Sweetie Belle stepped up alongside Apple Bloom, Scootaloo saying, "She told us herself while she was talking to Princess Celestia and Princess Luna!"

Sweetie Belle added, "She also said she doesn't like being called a princess, especially when she's not in her own dimension! She doesn't even like it when her guards call her that!"

Unnoticed by everyone except for Blaze, Sonic reached back into his quills and pulled a small black cell phone out and looked down at it, moving his thumb on it a few times before pointing it in Diamond Tiara's direction as the filly retorted, "You three must have hit your heads during your latest, lamest attempt to get your cutie marks. No princess would ever want to have anything to do with you blank flanks."

Apple Bloom said, "The princesses were restin' up, Diamond Tiara! They can do whatever they want while they're restin'!"

Diamond Tiara smirked, "Yeah, they can, but there are lots of things better they could be doing than talking to a bunch of blank flanks like you. Or having mercy on a fraud like that unicorn." Trixie looked fairly unnerved as she was dragged into the argument, but Blaze's anger was beginning to break her restraints. Diamond Tiara looked at the cat and asked, "Why would you help her, if that's even what you did? Do you even know what she's done?"

Blaze, trying to maintain a level head as Sonic had told her in the past, replied, "My reasons, if I have any, are my own. Frankly, I don't believe I need a reason to help someone. And as for what Trixie has done before, I may not know, but I have a feeling she's not the same mare she was then as she is now. It may be she is learning from her past rather than dwelling on it."

Diamond Tiara glared at her, "That doesn't make any sense."

Blaze asked, "Or does it make sense and you're choosing to ignore it?"

Diamond Tiara replied, "No, it just doesn't, and you're a weirdo for thinking it does."

Cheerilee marched up behind the filly and angrily said, "All right, that's enough, Diamond Tiara! Your father will hear about this when he comes to pick you up!"

Diamond Tiara asked, "About what? That these blank flanks are making up stories or that a fraud that could've ruined his business is suddenly being treated nicely?!"

Trixie looked down at the ground at that, Twilight moving to her side and wrapping a foreleg around her, murmuring, "Trixie…"

Suddenly, a new voice was heard from the side of Sugarcube Corner, "What's going on out here?" Everyone looked to the side to see an earth pony with a grayish amber coat, a dark gray mane, and three sacks of money for a cutie mark wearing a collar and a tie with a dollar sign on it come around the side of the building, Silver Spoon backing away a bit when she saw him.

Cheerilee gasped, "Filthy Rich!"

As he slid his thumb over the screen of his phone, Sonic leaned over to Twilight as Blaze looked at her and whispered, "Who's he?"

Twilight whispered back, Blaze hearing her, "He's Diamond Tiara's father and the owner of Rich's Barnyard Bargains."

Blaze looked back at him as he walked over to Cheerilee and murmured, "I pray he's a little nicer than his daughter."

When he was standing in front of Cheerilee, Filthy Rich spoke, "Hello Miss Cheerilee. I heard the commotion, but I didn't expect to see you out here."

The schoolteacher replied, "Well, my class got a little excited when they saw the, er… new arrivals to Ponyville."

Filthy Rich turned to look at Sonic and smiled, "Ah yes, I heard about you from the Mayor. Your name is Sonic, correct?"

The blue hedgehog replied, "Yeah, that's me. You got a name you prefer, Filthy Rich, or do you just go by that?"

The stallion replied, "I prefer 'Rich', if you don't mind." Sonic nodded; Filthy Rich then asked, "Now what is all the commotion about?"

Blaze spoke, "I regret to inform you that your daughter was not being very amicable, sir. Not to me, not to her classmates, and not to Trixie."

Filthy Rich noticed the azure unicorn and said, "Trixie… Ah, that's right. She put on quite a show when she was here." He then looked at his daughter and asked, "Diamond Tiara, is what I'm hearing true? Were you being rude to others for no reason?"

The filly replied, "No, Dad! I didn't do that! I had reasons for everything I said!"

Sonic spoke up, "Oh yeah? Well then, maybe you could explain those reasons after your father hears exactly what you said." He held up his phone and moved his thumb across the screen a few times before walking over to Filthy Rich and holding it up, its screen pointing at him and Diamond Tiara as he tapped the 'PLAY' button on the screen.

The screen displayed Diamond Tiara as she spoke, "You three must have hit your heads during your latest, lamest attempt to get your cutie marks. No princess would ever want to have anything to do with you blank flanks." As she watched, Diamond Tiara's eyes went wide while Sonic smirked down at her, making sure the phone was well out of her reach.

The filly was tempted to try to grab the strange device a few times, but each time she remembered her father was right there and would get suspicious. When the video was done replaying, Sonic flipped the phone around and closed his hand around it while Diamond Tiara sputtered, "What… How did you…?"

Sonic shrugged, "Eh, call it a little magic of my own."

Filthy Rich glared down at his daughter and asked, "Diamond Tiara, what do you have to say for yourself?" The filly looked up at him, her mouth hanging open as she couldn't find anything to say that wouldn't make it seem like she wasn't being mean for no reason. After a moment, Filthy Rich looked up at Cheerilee and said, "If you don't mind, Miss Cheerilee, I think I'll be taking Diamond Tiara home now."

Cheerilee replied, "O-Of course, Mr. Rich! I'm just keeping the other children until somepony can pick them up."

Filthy Rich nodded and turned back to Sonic, saying, "I apologize for my daughter's actions. I do not agree with her bullying or denigrating others for no reason."

Diamond Tiara sputtered, "But… But…!"

Sonic replied, "That's all right. I don't much care for lying myself." Filthy Rich nodded and began to lead Diamond Tiara home while Cheerilee began to lead Silver Spoon and the rest of the foals back to the schoolhouse.

Once both parties had moved away a bit, Sonic turned back to the others. Blaze smiled at him, "Well played, Sonic, exposing her as a bully to her father without bullying her yourself."

Rainbow stepped out onto the stoop and said, "That was awesome! What is that thing? I should get one!"

Sonic replied, "It's just something from home that I keep around. I don't think its main feature would work here in Equestria since I don't think I could get a signal with it. Not that I use it that much anyway."

Scootaloo spoke up, "Hey, Sonic? Hey, Blaze?" The two of them looked down at her and she said, "Thanks for sticking up for us and Trixie too."

Blaze replied, "I'm glad I could help."

Sonic nodded, "I'll always stick up for others, especially if they're being picked on for no reason or people won't give others a chance." The Cutie Mark Crusaders, Twilight, Applejack, Rainbow Dash, Rarity, and Trixie all smiled at that.

Rarity soon asked, "Why don't you all come inside? I believe Princess Celestia is almost done explaining the situation to Shining Armor and Princess Cadance." They all nodded and walked into Sugarcube Corner.

As they stepped inside, they all heard the sound of crying coming from upstairs. As Sonic pulled the door closed behind him, Twilight spotted the Cakes standing next to the counter near the stairs, looking upstairs anxiously. Twilight walked over to them, coming to a stop in front of the group's usual table, which Tails was working at, and asked, "What's going on, Mr. and Mrs. Cake?"

Cup Cake turned to her and said, "Oh, I don't think it's anything too serious, dearie, but the twins were woken up by all the noise being made outside. Pinkie Pie went upstairs a minute ago, saying she'd calm them down for us."

Sonic came over and asked, "Where's Silver? Did he come in here?"

Carrot Cake looked at him and replied, "You mean that white hedgehog? He went upstairs with Pinkie, saying he wanted to help. I'm not sure how he can help, though, seeing as he's never…" He trailed off as the sound of the twins crying was suddenly quieted.

The Cakes looked back up towards the top of the stairs, Cup Cake calling, "Pinkie? Is everything all right up there?"

The pink pony called back, "Everything's A-okay, Mrs. Cake! Pound Cake and Pumpkin Cake are in really high spirits right now!" She appeared in the doorway a moment later and, to the Cakes' shock, she was wrapped in a green aura and floating! "And so am I!" she said before she started floating down the stairs.

Cup Cake exclaimed, "Pinkie! How in Equestria…?" She trailed off as Pound Cake, Pumpkin Cake, and several stuffed toys floated down behind her, all wrapped in the same green aura. Silver came hovering down after them a second later.

Blaze walked over and smiled, "Ah, it's just Silver doing all that. There's nothing to worry about."

Carrot Cake looked at her as Silver lowered himself onto the ground near the stairs and started moving his hands to move Pinkie, Pumpkin Cake, Pound Cake, and the toys around near the ceiling and said, "Nothing to worry about?! He's carrying our babies around with his… magic! There's plenty to worry about!" Blaze raised an eyebrow at him.

Silver made the Cake twins and the toys move around the ceiling in various ways while Pinkie 'swam' after them, the silver hedgehog watching them and moving his hands all the while. Trixie was reminded of the show Twilight put on for the ambassadors from Saddle Arabia as she and the others watched. Trixie walked over to the lavender unicorn while still watching and whispered to her, "Does he really know how to use magic?"

Twilight whispered back, "No, he's just psychokinetic, Trixie."

The azure unicorn looked confused, "What's the difference?" Twilight just shrugged lightly to her, not sure how to give her a short explanation, before they both turned back to look. Behind them, Shining Armor, who was standing in the back with the princesses, looked away from the display at his sister for a moment. Princess Celestia and Princess Luna had filled him and Cadance in, but he was having some difficulty wrapping his head around everything.

After a minute, Silver placed his hands together in front of him and lowered his head. As he held that pose, Pinkie Pie floated down and did a flip before she was dropped onto her hooves while Pumpkin and Pound Cake, both of them giggling excitedly while hanging onto the stuffed toys, were levitated over to their parents, Mr. Cake catching Pumpkin Cake while Mrs. Cake caught Pound Cake.

Silver raised his head and lowered his hands to his sides, looking over at the Cake twins and smiling, "Did you have fun?" Pound Cake and Pumpkin Cake made excited noises before they both yawned loudly.

Cup Cake looked up at Silver and said, "Erm, thank you for helping Pinkie Pie calm down Pumpkin Cake and Pound Cake, Silver dearie. But next time, could you please check with us before you lift our babies and carry them around like that?"

Silver rubbed the back of his head as he replied, "Uh, sure, Mrs. Cake. Guess I should've thought of that beforehand." Satisfied with that response, the Cakes took their babies upstairs to put them back in their cribs.

After they had left, Vector spoke up, "All right, you can quit it now. Or are you planning on hiding yourself from view all day?"

Little Strongheart, Spike, and the ponies looked at him oddly until a familiar voice spoke up, "Looks like your detective skills are still sharp, even after being temporarily frozen, Vector." At those words, a familiar chameleon appeared just above the front door, his hands and feet holding him up against the wall.

Vector smirked up at him, "Well, of course, Espio! I'm not about to lose my touch! Besides, after all the times we've worked together, you think I wouldn't be able to notice the signs that you're camouflaging yourself?" Espio let go of the wall and dropped down, crouching down when he landed and then standing up straight.

"Whoa! Dude, that's creepy, but awesome," Spike commented.

Zecora, her saddlebags on her back, smiled, "Ah, a chameleon, one whose color can turn many hues; a skill that can be useful when searching for clues."

Silver grinned, "Espio!"

The chameleon walked over and shook Silver's hand, saying, "Good to see you again, Silver. I trust everything has been well." The silver hedgehog nodded in response.

Sonic looked at Blaze and said, "Speaking of seeing others again, what happened to Cream and Cheese, Blaze?"

The cat looked back at him as she replied, "They went after Amy when she started chasing Apple Bloom, Sweetie Belle, and Scootaloo. You didn't see her?"

Sonic shook his head, "Nope, just Amy."

Blaze looked away and murmured, "They must've lost track of her, then."

Tails spoke up a moment later, "Uh, guys?" Everyone looked at him, now noticing that he was wearing a Sherlock Holmes-like hat and holding a magnifying glass in his right hand.

Sonic pointed, "What's with the hat, Tails?"

The fox shrugged as he moved around to the right side of the table, "Pinkie said I couldn't use her magnifying glass unless I wore it. She was very insistent about it."

Pinkie piped up, "Well, of course! You can't do detective work without one!"

Espio said, "We do."

Vector nodded, "Yep! No fancy hats for the Chaotix Detective Agency! Although part of the reason for that is to keep Charmy from getting any ideas."

Pinkie got up on his snout, looking right in his eyes, and said, "Maybe you should reconsider that! You should never doubt the power of a good hat!"

Sonic looked back at Tails and shrugged, "Sorry. Anyway, what's up?"

Tails replied, "Well, I finished going over that device that was controlling Trixie." Spike and the other members of the Main Six raised their eyebrows at Trixie, the azure unicorn feeling their stares on the back of her head.

From the back, Luna asked, "Did you find anything, Tails?"

Tails answered, "Not much that I didn't expect to find. But this in particular caught my interest." He held the magnifying glass up in front of the table and everyone (save for Shining Armor and the princesses) moved in for a closer look. Through the magnifying glass, they could see a green, rectangle-shaped microchip sitting on the table.

"What is it?" Twilight asked.

Tails explained, "Technically, you could call it the brain of the device. I've seen it in a lot of Eggman's robots. It emits signals that make his robots do what he commands them to do. Without it, they could pretty much do whatever they want, whether Eggman likes it or not."

Rainbow asked, "So what's that got to do with, uh…?"

Tails lowered the magnifying glass and said, "I've done some safe tests on it before, and I've found that certain signals can be detected by the brain depending on how sensitive someone's hearing is. And when the brain receives the signal, it will automatically carry it out." He gestured to Sonic as he went on, "Like, say Sonic received a signal telling him to run. He'd start running and be unable to stop his feet for any reason until the signal itself stopped, not even to sleep."

Sonic winced, "Ugh. And I sure do get grouchy if I don't get my eight hours of sleep."

Applejack asked, "So this is all that Eggman's doin', is that what you're sayin', Tails?"

The fox rubbed the back of his head as he said, "I'm not entirely sure yet." He looked at Trixie and asked, "Trixie, did you have control over any part of your body while that device was active?"

The azure mare looked down, "No. I had no control over myself at all. I was saying things I shouldn't have been saying and being told to do things I didn't want to do, but my body wouldn't listen to me. It was doing what it was told, and I was struggling to regain control over myself." Twilight gave her a soft nuzzle, Trixie appreciating its warmth. Tails shook his head and sighed, feeling bad for bringing it up even though it was necessary.

Vector asked, "So what's confusing you, Tails?"

Tails looked back at the device and said, "Well, from what I've seen, this looks like a neuro-controller, something I'm sure Eggman could build. But from what Trixie says, it sounds like she was under the influence of a mind control device."

Scootaloo shrugged, "What's the difference between them?"

Tails asked, "Are you all familiar with mind control?"

Twilight glanced in Shining Armor's direction as she said, "We kind of are…"

Sonic added, "And we've sure had some experience with it recently, right Tails?"

The fox nodded while scratching his head, "Yeah…" He then said, "Well, a neuro-controller kind of acts similarly to mind control, but there is a difference. When the body's receiving a signal, it acts on it, even if the person being controlled is sleeping, but usually they can control everything else, which is huge compared to mind control. If it was just a neuro-controller, Trixie should've been able to tell Twilight what was going on and remember who did it to her."

Silver asked, "So is it a mind control device or a neuro-controller?"

Tails replied, "That's the confusing part!" He looked back at the table and said, "I've looked this thing over several times, but I've found nothing, NOTHING to suggest that it was a mind control device! Ideally, a mind control device would have to have something extra in it in order to take control of someone's mind! Sure, maybe something got smashed, fell out, or whatever when it was broken, but there should be evidence that something was there! And there's not!"

Big Macintosh spoke up, "So in other words, it can't be a mind controller."

Tails nodded, "Yes, that's correct, Big Macintosh! This is definitely a neuro-controller, yet it was somehow able to act like a mind control device!" He shook his head, "It doesn't make sense!"

Fluttershy spoke up, "Um, Sonic, you said you've had some experience with mind control, um, recently. Was that with Dr. Eggman or…"

Sonic looked back at her and said, "It was with Eggman, Fluttershy, but I doubt he could shrink a mind control device down to anything this small, especially considering his prototype ran on alien energy and he drained two full canisters of the stuff in under a minute. Sure, there was a big one too that might have been more efficient, but I don't see how he could've shrunk it down to something tiny that works for more than a minute between then and now."

Espio crossed his arms, "This is curious. Tails can usually figure Eggman's machines out, but this time, even he's confused. That doesn't rule out Eggman as the likely culprit, but we have no evidence to explain how or why he did it."

Zecora looked at him, "That is true, but whatever the reason, no good can come from this kind of treason."

Sonic said, "Zecora's right. Eggman's gotta be around here, cooking up some new plan. We should just ask him when we find him. He does like to go on and on about his plans, after all."

Tails shrugged, "That's true."

Twilight looked at Trixie as she groaned and held a hoof up to her forehead. "Are you okay, Trixie?" she asked.

The unicorn replied, "I think so. But with all that has happened, I feel very exhausted, especially after…"

Twilight nodded, "Ah, right." She looked at Tails and asked, "Tails, do you think you can take Trixie to the library and help her up to my bed? A nap might do her some good."

Tails smiled, "Sure!" He took Pinkie's hat off and placed it on the table with the magnifying glass; he then turned to Sonic and brought out his radar, handing it to him as he said, "The radar went off before you guys came in, but I silenced it so I could keep working. Can you check it while I'm gone, Sonic?"

Sonic took the radar in his left hand and held his right thumb up, "You got it, bud!" Tails nodded and brought the Warp Ring out. He then looked at Trixie and started for the door, the azure unicorn following him a moment later.

As the two of them walked towards the door, Spike and the Ponyville ponies looked at Trixie. As much as some of them wanted to call her out for the last time she had showed her face in town, between having to get away from Cheerilee's inquisitive class and finding out she had fully been controlled by someone or something… well, they had been distracted, to say the least, but what they were seeing now made even Spike and Rainbow Dash think twice about saying anything.

The first time she'd left, Trixie refused to admit she'd been outdone and ran away with the aid of a smokescreen. At the end of her second visit, she'd seemed meek after the Alicorn Amulet was removed and before some of them had seen her talking to Twilight at the end of her show for the Saddle Arabians, but then she seemingly regained some of her old self and took off again. Now, she was walking with heavy steps and her gaze was tilted towards the ground, nothing like the Trixie they knew. It was unsettling enough that nopony could find it in them to say anything.

Celestia, Luna, and Cadance had all watched the events unfold in front of them and, despite some of them being confused, decided to remain quiet with the rest of them. Shining Armor, however, wasn't content with his confusion, especially not after being given a rough idea of what he'd missed thus far, and he rose up and walked down from the back, going over to his sister. As Tails and Trixie stepped outside, he asked, "Twily, what exactly did she do to you?"

Twilight looked up at him and replied, "Shining, it's really not a big deal. We talked it over afterwards and made up. There's nothing you need to worry about."

Shining said, "That doesn't really answer my question. This is something I'd kind of like to know about."

Sonic could see that Twilight didn't really want to bring up what happened with Trixie so soon after it happened and offered, "Dude, I think she did answer your question, especially if you're asking for the reason I think you are."

Shining looked at him and said, "Twilight can speak for herself, Sonic. You don't need to put words in her mouth." His voice had a slight edge to it as he spoke.

"Yeah, but anyone who can understand what she's going through can speak for Trixie," Sonic retorted.

Shining raised an eyebrow, "And you do?"

Sonic answered, "I've seen things, and I've helped out folks who've had to go through the same thing she did. And you're asking a question that really doesn't need to be asked, especially not when Trixie can hear it." He gestured towards the front door, where Trixie and Tails were standing in front of the Warp Ring, Trixie having stopped to listen in.

Shining looked back at Sonic and said, "I'm looking out for my sister, okay? If Trixie did something to her, I want to know about it, and she'll answer for it if need be."

Twilight spoke, "Shining, she was under mind control. Everything she did wasn't done consciously. You can't blame her for that."

Shining asked, "But what if she hadn't been stopped, Twily? What if she got away with whatever she was being told to do?"

Twilight looked like she had something to say, but she pushed it aside and said, "Then it would've been my fault for not being prepared. She knows what could've happened if the mind control on her hadn't been broken. You should've seen her afterwards; she just about fell apart in front of me!"

Sonic spoke, "And what you're doing is pulling up memories both old and new. Whatever she used to be, she's trying to get over it, and your interrogating her isn't going to help her one bit. So if you have any sympathy at all for what she had to go through, you'll drop it, dude." Shining looked a bit miffed at being told off by a hedgehog, but he took a few steps back, Cadance coming down to stand by him. Sonic looked out the front door and shot Trixie a smile as he held his right thumb up. She returned the gesture with a grateful smile before turning to Tails and following him through the Warp Ring.

Twilight looked at Sonic and said, "Thank you, Sonic." He smiled and nodded at her.

Blaze spoke, "Now that that matter is settled, we should check Tails' radar and determine where we must go next."

Sweetie Belle asked, "Um, Miss Blaze? Can we please come with you?"

Apple Bloom said, "Yeah! Ah ain't got ta see any part o' Sonic's world yet!"

Scootaloo asked, "So can we?"

Blaze replied, "Well, I have no qualms with you three coming with, but you shouldn't be asking me for permission." The three fillies looked at Sonic, Shining Armor, the princesses, and the Main Six expectantly at that.

Rainbow said, "I'm fine with them coming with! You girls are too, right?"

Rarity shook her head, "Oh, heavens no! Honestly, Rainbow Dash! Don't you remember that out of control volcano we went to?! And then being attacked by Dark Gaia's minions?! I'm not going to put Sweetie Belle in such danger!"

Applejack said, "Normally, I'd be agreein' with ya, Rainbow, but Rarity's got a point. Lately, our little adventure's been… well, it ain't exactly been safe from the get-go, but it's been particularly dangerous lately. Ah'm not about to risk it this time."

Blaze turned back to the three fillies, not sure what to say. As she and Luna walked out of the back, Celestia spoke, "Rarity and Applejack are only concerned for your safety, girls. Perhaps you should listen to them."

The Cutie Mark Crusaders all slumped at that, groaning, "Awwww…"

Applejack said, "Now don't start that, y'all. Since we can't be sure there's nothin' out there, Big Mac can walk ya either to ya homes or yer clubhouse." She then had a thought and turned to the red stallion, saying, "Speakin' o' which… We managed ta find Granny Smith earlier, Big Macintosh, but since Apple Bloom and her friends are here, she's all alone at Sweet Apple Acres. Ah'm sure she's takin' a nap or somethin', but Ah don't like the idea of leavin' her alone fer very long, do you?"

Big Macintosh shook his head, "Eenope."

Braeburn asked, "Is that so?" He trotted over to Big Macintosh and nudged his side, "In that case, Ah'll go with ya, Big Mac! It ain't been that long since our last reunion, but it'll be nice ta see Sweet Apple Acres again!"

Little Strongheart walked up to him and said, "Braeburn has said good things about Sweet Apple Acres. Do you suppose I could come with and see your apple orchards, Big Macintosh?"

The red stallion nodded, "Eeyup."

Twilight looked at Sonic and asked, "So where do you think we'll be going this time, Sonic?"

Sonic shrugged, "Well, releasing Dark Gaia was Eggman's second most recent plan. …No wait; it was the third most recent. So my guess is this time we'll be going somewhere in Eggman's Interstellar Amusement Park." The Cutie Mark Crusaders' ears perked up at that, and a second later, as Sonic was raising the radar to open it up, he heard a scratching noise below him and looked down to see the three fillies on their backs looking up at him between his shoes.

"Eggman, you say?" Scootaloo asked.

"Did you say interstellar?" Sweetie Belle added.

"And amusement park?" Apple Bloom finished.

"Yes, yes, and yes. Why?" Sonic asked, raising an eyebrow.

The three fillies glanced at each other before they looked back up at him, smiling innocently as Sweetie Belle said, "Just asking."

**Meanwhile, at the library**

Tails led Trixie into the library, the unicorn looking over the bookshelves and adequately decorated interior. Tails walked over to the stairs and called, "Trixie!" The unicorn turned her attention to him and he pointed up the stairs, saying, "Twilight's bed is up here. Come on, I'll show you." He started up towards Twilight and Spike's bedroom, Trixie quickly trotting over to the stairs and going up after him.

She walked through the doorway at the top of the stairs and found herself in the duo's personal area of the library. She walked to the middle of the room and noticed Tails' tails sticking out over the top of a nearby ledge that had a winding staircase leading up to it. She waited patiently until the tails disappeared and the fox stuck his head over the ledge and said, "Up here, Trixie. I was just making sure Twilight's bed was made." Trixie looked away, causing Tails to raise an eyebrow, "Uh, Trixie? Are you okay?"

The unicorn asked, in a voice that was so quiet that Tails' sensitive ears just barely heard her, "Why are you doing this?"

That confused Tails further. He spun his namesakes around and flew down to Trixie's side. He then placed his left hand on her back, leaning forward and asking, "What do you mean?"

Trixie looked at him out of the corner of her eye and said, "You may not know this, but when I first came to Ponyville, my boasting very nearly put it in danger when those two colts, Snips and Snails, wanted to see me vanquish a real Ursa Major. Thankfully, they only found an Ursa Minor, and Twilight Sparkle was able to soothe it, but I left hoping to someday prove I was better than her. I eventually learned about the Alicorn Amulet, which made me stronger than ever but also made me crueler the more I used it. When I came back to Ponyville Twilight Sparkle and her friends were eventually able to get me to take it off and I later left, vowing to do things differently. And look what's come of it: I was brainwashed and I attempted to kill Twilight Sparkle!"

Tails shrugged, "And?"

Trixie looked at him and said, "I can't say I've been a good filly lately. It was one thing when I was corrupted by the Alicorn Amulet, but if she hadn't stopped me this time, I would've been responsible for killing her! How can she forgive me after that? And now that you know, how can you show me kindness?"

For a long moment, Tails just stared at her. Then he spoke, "Trixie… I think the problem is you're speaking with this…" He raised his right hand and pointed at her head, just above her horn, "…and not with this." He pulled his hand back and then pointed it down at her chest.

Trixie looked down at his finger in confusion, "With my… heart?"

Tails nodded, "You always want to take that with you. Sometimes, it can say more than your brain could ever hope to. That's something Sonic taught me." He brought his finger back and let his arm dangle at his side.

Trixie looked at him and said, "I don't understand…"

Tails replied, "I know, it's not always easy. It's not always easy to block off that voice in your head in favor of another; we've all been there before. But if there's one thing I can tell, Trixie, it's that, right now, you're sincere. You're not scared to ask me, someone you just met, an important question. That says a lot, and I'm sure Twilight knows that too."

Trixie asked, "You really think so?"

Tails nodded, "Sure! She's letting you stay here, in her home, in her bed, and try to recuperate some after a terrible experience. You could never express that much care in words." He began to lead her up the staircase as he continued, "She said you two will talk when this is all over; she's going to do her best to help you get over this. I'm sure it'll take time, but you can break those walls down. Learn to speak with your heart, Trixie, and you won't just have a way to communicate with Twilight, but when your voice comes clear, any of the ponies in Ponyville that don't like you will learn to get over those bad early impressions. Just take your time."

By now, they had reached the top of the staircase. Tails took his hand off Trixie's back and she walked over to Twilight's bed. Tails came over to her as she turned around and looked down at the floor. She looked up at him a second later, using her magic to take off her hat and cape, and said, "I… I think I can do that."

Tails nodded, "Good." He held out his hands and took Trixie's hat and cape, setting the hat atop one of the bed posts and folding up the cape and placing it on the nearby dresser as he said, "Just don't fall apart, Trixie. Give it a chance, okay?" Looking back at Trixie, he saw her nod while smiling a little before she climbed into Twilight's bed, pulling the covers over her. Tails sighed quietly to himself as she closed her eyes. His words seemed to have an effect, but would they have an effect on her dreams? He quietly walked down the stairs and threw the Warp Ring up in the middle of the floor, that particular thought still in his head as he stepped through it.

A second later, he stepped through the other side of the ring, which shrunk down and landed in his right hand when he held it up. He then walked into Sugarcube Corner and saw Sonic flipping the radar closed. Everybody, minus Big Macintosh, Braeburn, Little Strongheart, and the Cutie Mark Crusaders and plus the Cakes, looked up as he walked in. Sonic waved, "Hey, Tails."

The fox waved back as he came over, "Hey, guys. Where'd Braeburn, Big Macintosh, Little Strongheart, and, uh, the Cutie Mark Crusaders go?"

Applejack replied, "Sweet Apple Acres. Big Mac and Braeburn are goin' ta keep an eye on Granny Smith, Little Strongheart wants ta see our apple trees, and the clubhouse mah sister and her friends use isn't far from the farm, so they took them back with them."

Twilight asked, "How's Trixie doing?"

Tails rubbed the back of his head as he said, "Well, I talked to her a bit and she settled down for a nap, but… Well, who knows how she'll be when she wakes up? There's no telling what kind of dreams she'll have."

Zecora shook her head, "It's true; she acted as though she deserved all the blame. For all she's done, what's happened to her is truly a shame."

Celestia walked over to Tails and draped a wing over his back, saying, "I'm sure you did all you could to help her feel better, Tails. Don't be mad at yourself."

Tails sighed, "Yeah, I know…"

Zecora started for the door; when she reached it, she looked back over her shoulder and said, "I must take my belongings back to the Everfree, then perhaps I will provide Miss Trixie with some company."

Blaze asked, "Are you sure, Miss Zecora?"

Zecora replied, "Worry not; I will not do anything if she should mind. But it sounds as though she would appreciate seeing a little kind." She then turned and left Sugarcube Corner.

Sonic handed Tails' radar to him a moment later. As he took it, the fox asked, "Where are we going?"

Sonic replied, "The new signal's coming from across town, from the hospital. It shouldn't take too long to get there."

Tails looked at the others and asked, "So is everybody else besides Mr. and Mrs. Cake coming along?"

Silver nodded, "You bet! Blaze and I aren't sitting this one out!"

Vector added, "And Charmy's the only one still missing. I'm sure you guys will be able to find him, but he's still a Chaotix and we look out for each other, no matter what!"

Celestia nodded, "Then I suppose we're ready to go." She looked at the Cakes and said, "Thank you for your gracious hospitality, Mr. and Mrs. Cake."

The two earth ponies bowed, Cup Cake saying, "O-Of course, Princess Celestia!"

Carrot Cake nodded, "It was our pleasure!" With that, the group exited Sugarcube Corner.

**Meanwhile, at the Cutie Mark Crusaders' clubhouse**

"Can y'all believe it?! They're goin' to an amusement park!" Apple Bloom exclaimed. She and her fellow crusaders were standing near the door as they talked, far away from the portal on the wall in the back.

"Yeah, but didn't you hear? It's Dr. Eggman's amusement park! And that guy is no good at all," Scootaloo said.

Sweetie Belle spoke, "And that's why we need to be there! What if they get on the rides while they're there? If they haven't been tested, they could get in real trouble! We could do that for them!"

Scootaloo raised an eyebrow, "Test the rides?"

Sweetie Belle nodded, "Yeah! You know, just to make sure everything's working properly and this Eggman guy's standards are met! You can't have a good amusement park if your standards aren't being met!"

Scootaloo asked, "But how are we supposed to get home once we really get into the park?"

Sweetie Belle replied, "That's easy! We'll stay close by Rarity and the others the whole time and follow them back through the Warp Ring when they're ready to leave!"

Apple Bloom glanced down at the floor, "Ah don't know, Sweetie Belle. Applejack and Rarity both said we should stay here, and Princess Celestia supported them. Ah don't feel right goin' against what mah sister says, 'specially after that time Fluttershy let us have our sleepover at her house."

Sweetie Belle replied, "Yeah, but that time, we hadn't been the Cutie Mark Crusaders for long. We didn't even have our clubhouse yet! This time, we'll be ready!"

Scootaloo shrugged, "Well, we are more experienced now. We should take it slow, though, just in case it's really bad and we need to get out of there."

Apple Bloom sighed, "All right. Ah just hope they haven't left yet."

Scootaloo said, "Sonic and Twilight were saying something about the hospital. That's probably where they're headed now."

Sweetie Belle asked, "So are we going to do this?" Apple Bloom and Scootaloo looked at each other and then at her, smiling and nodding. The three of them then came together for their group cry:

"CUTIE MARK CRUSADER RIDE TESTERS, YAY!"

**Meanwhile…**

As she was walking through Ponyville with the others, Rarity suddenly let out a murmur as her body shook, something that caught Tails' attention. "Why'd you shudder just now, Rarity?" he asked while looking at her.

"I don't know," Rarity answered slowly, the confusion evident in her voice. They looked at each other for a second longer before deciding that the white unicorn didn't have a Pinkie Sense of her own and turning back to the road.

Soon, the group could see the fountain up ahead. As they were approaching it, Silver asked Twilight, "So you did it? You mastered the Psychic Knife?"

Twilight replied, "'Mastered' is kind of a strong word. But I did successfully use it… twice!"

Spike grinned, "All right! Way to go, Twilight!"

Blaze nodded, "Indeed. A successful performance says something, don't you think?"

Twilight smiled at her; she then looked up and said, "Though I'm wondering if it's really appropriate to call my version of it a 'Psychic' Knife. I know it's your move and all, Silver, but still…"

Silver replied, "I see what you mean, what with the whole magic thing and all." He placed a hand on his chin, "Hm, what would be a more fitting name…?"

As they passed in front of the fountain, Espio came to a stop and said, "Wait, stop." Everyone quickly stopped walking at his words.

"What's up, Espio?" Vector asked.

The purple chameleon replied, "I feel as though we're not alone. Like there's a lion or eagle somewhere nearby."

A familiar voice spoke up, "Well, I'd say you're half-right, ninja boy." Espio looked up at a nearby rooftop to see a familiar griffin standing on top of it.

"Gilda!" Rainbow breathed as the griffin leapt off the roof and opened her wings to slow her descent, landing in front of the group.

Sonic spoke, "Haven't seen you since we drove the changelings out of town. What's up, Gilda?"

Shining Armor and Cadance exchanged uneasy looks as they heard this. "_Princess Celestia mentioned that Queen Chrysalis and the changelings showed up here and tried to invade. That would make this the first time they tried to invade Ponyville. Or is it the second time…?_" Shining wondered.

Gilda grunted, "Eh, not much. I was loitering around with Shadow and his team for a while, but that robot guy sure got annoying as hay with his constant 'shoot, crush, destroy' thing, so I didn't stay long. I managed to find a nice cloud, so I tried to catch a quick nap. It didn't work out, though, since those screaming fillies woke me up."

Rarity asked, "You heard my sister and her friends screaming? Why didn't you help them?"

Gilda shrugged, "Didn't cross my mind, especially not after I saw that Amy girl chasing after them. Even I wouldn't mess with her." She glanced at Sonic, expecting him to say something, but he remained quiet.

Tails asked, "So, uh, does that mean you're not doing anything right now, Gilda?"

The griffin looked at him and replied, "Yeah, it does. Why?"

Before Tails could ask, Rainbow said, "Forget it, Tails. I doubt she's gonna want to come with us."

Gilda smirked, "And you would be right, Dash. I'm not overly interested in this dimension hopping or whatever kind of adventure it is you're having. It's not exactly my thing."

Tails said, "Oh…"

Suddenly, they heard a voice behind the griffin, "Gilda?" Gilda turned around and the others looked to see Team Dark coming towards them. When they were standing across from the griffin, Shadow asked, "What's going on here?"

Gilda shrugged, "I was just following these guys. Gotta do something to pass the time, don't I?"

Shadow didn't shrug or nod, but his look indicated that he was okay with that explanation. He then looked at Sonic and asked, "Don't you have something you should be doing right now, Sonic?"

The blue hedgehog replied, "Hey, we're keeping busy, Shadow. We were just on our way to our next destination when Gilda showed up. Twilight got the fifth Element of Harmony back earlier, and Silver gave us the fifth Chaos Emerald. Don't worry; we're not lying down on the job."

Shadow gave a curt nod before looking at Silver, the two hedgehogs looking ready to say something to each other before Omega droned, "I AM BORED."

Rouge sighed, "Yes, Omega, you've made that very clear for a while now." She then noticed Shining Armor and smiled, "Well, who's this handsome hunk of stallion?"

Cadance got a slightly dangerous look in her eyes when she heard this. "Excuse me?" she asked.

Shadow looked back at Sonic and asked, "Who are they?"

Sonic pointed a thumb back at the couple as he said, "Shining Armor and Princess Cadance, AKA, Twilight's older brother and sister-in-law."

Cadance smirked at Rouge, "That's right, so you just stay away from him. He's mine." She nuzzled Shining under his chin and he smiled at her.

Rouge simply smirked back, "Aw, that's so cute. You should know though, princess, that when I really set my mind on something, I usually end up getting it." Cadance responded by turning Shining's head so that they were looking at each other. They then locked lips, sharing a kiss as the others looked away from Rouge and smiled at them.

Well, most of them smiled. Gilda stuck a claw into her beak, Rouge just rolled her eyes, and Sonic, Espio, Blaze, Shadow, and Omega simply looked on. When the kiss ended, Shining and Cadance rested against each other, looking at each other lovingly. Shadow broke the moment when he turned to face his teammates and said, "Break time's over. Move out, Team Dark."

Cadance looked up at that to see Rouge and Omega nod, both of them turning and starting to walk away, Shadow following behind them. After a few seconds, she saw that they really were leaving and called, "Wait, uh, Shadow!" The black hedgehog came to a stop, but he didn't turn around, though Rouge and Omega stopped and turned to look back at him. Cadance asked, "Why don't you and your team come with us? I'm sure it'll be nice!"

Shadow was silent for a moment, but then he said, "No thank you. I do not believe we will enjoy each other's company."

Cadance protested, "Oh? But I'm sure we'll get along well. We've already gotten acquainted with some of your friends." Shadow remained quiet at that.

Shining joked, "What, are you afraid your bat friend will actually try to take me away or something? Or maybe you really like Cadance a lot?"

Shadow curtly replied, "Your wife isn't the one I'm thinking about. You're the one I have a problem with."

Shining's eyes widened a bit at that, but then they narrowed slightly as he asked, "Oh really? And why is that?"

Before Shadow could respond, Sonic zipped in front of Shining and held his hands up in front of him, saying, "Whoa, dude, just take it easy. You love your wife, you love your sister, you have your pride and all that, and that's great. But I think you'd be better off just letting this one go."

Shining glared down at him, "No, I don't think so. Now stand aside." His years of guard training taking over, he pushed past Sonic, roughly pushing him to the right near his sister, who, along with the other ponies and Spike, didn't seem to like Shadow's sudden attitude. Shining took several steps towards the black hedgehog before saying, "If you're going to have a problem with me, I'd like to know what it is."

Shadow replied, "I've heard a little about you. I was hoping you might have learned something from your experience, if everything I'd heard was true, but your display just now tells me you haven't."

Shining raised an eyebrow, "What are you talking about?"

Shadow crossed his arms and closed his eyes, "The way you looked at her, like nothing else was important… No wonder you were fooled."

Sonic, Tails, Vector, and Espio began to look nervous as Shining angrily demanded, "And what do you know about love?! Have you ever felt it before?!" He couldn't see Shadow's eyes open, but he noticed subtle changes in his posture that he'd learned to pick up on in his time as guard captain. "See, you do know what it is! So how can you criticize our love when you know what it's like to love somepony?!"

Sonic groaned and looked desperately at Twilight, whispering, "Twilight, you know him. Can't you reel him in before he makes this any worse?"

Twilight, who still looked annoyed at the way Shadow was treating her brother, looked at Sonic with a confused expression and whispered, "What are you talking about? What…"

She was interrupted when Shadow uncrossed his arms and finally spoke, "It's a matter I've chosen to move on from. It has nothing to do with this."

Shining asked, "What are you moving on from? Are you saying it was a lie, that something somepony gave you was wasted on you? That you don't care for them?"

Shadow's eyes widened for a second at that before they narrowed and he asked, "What did you just say?"

Shining yelled, "You heard what I said! Whoever you're talking about, it sounds like she would've been better off not knowing you!"

Now Rouge was starting to look worried. "Oh my… this isn't going to end well," she murmured.

"SHALL I MAIM HIM?" Omega asked.

Rouge placed her right hand on his left arm, hissing, "Omega, shush!"

Shadow glared at Shining Armor over his shoulder, "Oh really? Is that what you think?"

Shining replied, "Maybe it is! She must've done a lot for you; did you ever do anything for her?"

Shadow turned around completely, still glaring at Shining Armor. "Ignorance…" he growled.

Shining raised an eyebrow, "What?"

Shadow started to take slow steps towards the stallion as he spoke, "If there's one thing I can't stand, it would be ignorance. Ignorance that causes people to simply assume what they know is fact. Ignorance that prevents people from opening their eyes and considering just for a moment that not everything is as simple as it seems." As he took another step, a red aura of Chaos Energy began to envelope him, surrounding him with a red glow. "And you reek of it," he growled.

Shining began to sweat as he noticed the aura surrounding Shadow. It was like the air itself was trembling around the hedgehog as he walked. Shining managed to ask, "What are you talking about?"

Shadow kept walking, his teeth bared as he growled, "You think a lot of things are simple, don't you? What reason do you have to think otherwise? I'm sure you hold a high position and you have a good relationship with your sister… you both probably had a nice upbringing. Not all of us are lucky enough to get that, you know."

Shining began to back up as Shadow was just about arms length away. Espio noticed that Gilda was directly in his path, and she was as stunned as everyone else at what was happening in front of her. If she didn't move, Shining was going to bump into her, and that surely wasn't going to stop Shadow from whatever he was planning. He quickly glanced at Silver and gestured at Gilda, whispering, "Silver!"

The silver hedgehog looked where he was gesturing and picked up on what he was getting at. His hands lit up and he used his psychokinesis to lift Gilda up, moving her over to the side out of the way. The griffin was so stunned that she barely registered the fact that someone had lifted her up.

Oblivious to anyone or anything behind him, Shining kept backing up, stuttering, "I…what?"

Shadow kept walking towards him, saying, "I didn't have 'parents', per se. I had creators. One wanted to find a way to save the life of someone precious and for me to be a savior. The other wanted me to deliver what he wanted to him and for me to be a destroyer. I was introduced to the one who the former wanted to save; she did more for me than you could imagine… and she didn't properly know all the things you take for granted. She didn't know what it was like to have the wind blow past her, to see the blue sky above her… to just live. And she never got a chance to due to 'their' ignorance. I tried to save her when they wanted to silence everyone who knew about me. No matter what happened, her safety was more important to me than anything. And yet…"

As Shadow paused, Shining's legs suddenly made contact with the edge of the fountain and he fell into a sitting position on top of it with a grunt. Not a second passed before Shadow suddenly reached up with his left hand and grabbed him by the neck, pulling him down so they were looking each other in the eye. Shining shivered as he could barely see Shadow's eyes through the glow around him. The black hedgehog growled, "Do you know what it feels like to be ready to give your life for someone if it means saving them, only for them to do it for you?" He moved his head closer as he demanded, "Do you know how it feels to see someone who means more to you than anything lying there in front of you hurt… and you can do nothing but watch them die?"

An incredibly tense moment passed before Twilight managed to ask, "…You're talking about Maria, aren't you?"

Shadow's head snapped up at that and he turned his head to look directly at Twilight as he asked, "How do you know about Maria?" She flinched; the anger and force in his words, while not as strong as before, were still present.

Sonic spoke up, "I'm sorry, Shadow, but while we were running around earlier, we saw a few things from the past. One of them was Eggman's demonstration of the Eclipse Cannon's power. Spike and the girls weren't sure what to think, so we told them about you and Gerald. But I only told Twilight, Spike, and Scootaloo."

Tails, with his hands clasped, nodded, "And I only told Applejack and Rainbow Dash. We only told them so that, in case we ran into you, they wouldn't think you were a bad guy. I swear, we didn't tell anyone else the whole story." Shadow stared at the three of them, his face a mask hiding any indicators of what was going through his head. After a few seconds, he turned back to Shining Armor, glared at him for a moment, and then roughly released his neck while turning around, the stallion letting out a breath he didn't know he'd been holding.

Cadance immediately wrapped herself around him once Shadow had walked a few steps, but they both stiffened when he stopped and spoke, "Let me give you one piece of advice. There's nothing wrong with loving someone, but it doesn't give you an excuse to not pay attention to everything else, especially others that are important to you. Forgetting what's really important blinds you and makes you prone to anger. I think you'll find that the things we say that we end up regretting the most are the things we say in our anger…" he looked back over his shoulder at Shining Armor, "because they're often the last things we ever say to someone."

He faced forward and started walking again, moving towards Sonic, Twilight, Tails, and Spike. As he approached them, he said, "As for you…" They all tensed up slightly, expecting him to do something. Instead, to their surprise, the glow around him simply vanished as he walked in front of them. He passed them while saying, "…I understand what you tried to do. And while it's not necessary, I do appreciate your understanding and concern." He then continued on, rejoining Omega and Rouge.

As they all watched Team Dark leave, Tails nervously noted, "That turned out better than I expected it to."

Sonic sighed, "Yeah."

Everyone save for Shining Armor, Princess Cadance, and Gilda moved closer to them, various emotions playing over their faces. Even Pinkie seemed somewhat somber at the moment, her cotton candy mane partially deflated. "Shady?" the pink pony whispered.

Rarity huffed, "Goodness! Was that really necessary?"

Espio said, "Well, considering the most important human in Shadow's life was dishonored, I can't help but feel it was warranted. Maria means far too much to him for anyone to do such a thing to her."

Fluttershy whimpered, "He must really miss her…"

Sonic sighed, "He doesn't talk about her as much as he used to, but he'll never forget her again. His time with her… those are probably going to remain the happiest memories in his long life. No surprise, though, considering one of his creators wanted him to be his servant, the military shut down his home and locked away everyone who knew about him, and he was locked away for fifty years right after losing Maria to them. All in such a short time, too…"

Spike and the ponies looked at each other uneasily. Applejack, Spike, Twilight, and Rainbow had all heard the story of Shadow's past, but hearing it again after seeing the one who had to live through it all… it was different, to say the least. Now everything the black hedgehog did and said made (some) sense. He was supposed to be strong, perfect, to never show weakness… but like everyone else, he had his moments where the emotions he tried to keep at bay got loose, causing him to lose his composure. Princess Celestia and Princess Luna probably knew that all too well.

Speaking of the sisters, they were looking at each other sadly. When Sonic had said that Shadow had a long life ahead of him, that could've meant anything, but there was one thing they thought when they heard that: never-ending life. They wondered if Shadow was an immortal like they were. If so, then they could relate to what he was going through. Even through Luna's banishment and her later return, the sisters tried to maintain the composure that was expected of them, no matter how they actually felt. Despite everything they knew and had seen, they couldn't help but feel sorry for the black hedgehog. They at least grew up with their mother and father before dangers like King Sombra and Discord came into their lives, but Shadow didn't even get that. Everything after his awakening happened so fast; they couldn't even guess how that felt…

Behind them, even as she clutched her husband close to her, Cadance could not bring herself to feel any anger for the black hedgehog. As the Princess of Love, she could tell when somepony was actually in love versus somepony who claims they're in love. And while Shadow's words had been laced with anger and frustration, she could still sense the love he had for this 'Maria' in them. She almost wondered if it was a love greater than the one she shared with Shining.

Gilda finally broke the silence, speaking in a low voice, "Hey… You guys are gonna be fine on your own, right?"

Sonic nodded, "Yeah, we should be." Gilda nodded back before turning away.

"What are you doing, G'?" Rainbow asked.

The griffin was silent for a moment before replying, "I… I'm gonna go find something to do. Something other than napping on a cloud… Something worthwhile." She spread her wings and took off, leaving the group alone next to the fountain.

**Soon…**

Everyone stood in front of the three story hospital, Tails looking down at his radar while Blaze had her eyes closed as she held her left hand up, a flame she had created floating above it. Pinkie's mane was fully back to its cotton candy appearance, the party pony having managed to cheer up after the group moved on from the fountain. Her cheery attitude had managed to rub off on the others soon afterwards, though they could still remember Shadow's moment of anger and Shining Armor was still thinking about it.

Sonic looked at Tails after a moment and asked, "Well, Tails?"

The fox replied, "Well, I can't zero in on the portal any more at this point, but according to this…" He raised his head and pointed to the left (from their view) side of the hospital, "The radar indicates it's in the east wing."

Blaze murmured, "Yes." Everyone looked over at her and saw her open her eyes and close her left hand into a fist, the flame above it disappearing as she did so. "I sensed something coming from that direction as well. I believe it's coming from the second floor," she stated.

Vector crossed his arms, "Spoilsports."

Espio glanced at him, "We don't have time to turn a hospital upside-down just because you want to play detective, Vector."

Luna nodded, "Yes. The sooner we are done, the sooner your world and Equestria will be restored."

Sonic looked at Rainbow, Blaze, Tails, Silver, and Espio and shrugged, "Then I guess we should go on ahead and find it, huh?"

Rainbow shrugged back, "Guess so. Come on, we'll go in this way!" She spread her wings and flew up to the window over the front doors on the third floor. After she flew inside, Sonic, Blaze, Espio, Tails, and Silver looked at each other for a moment before following her, Sonic, Blaze, and Espio jumping up onto the awning over the doors before leaping up to the window while Tails and Silver flew up to it. Vector opted to stay with the others and followed them through the front doors into the hospital's waiting room.

When they reached the second floor of the east wing, they found Sonic waiting for them outside of room 12. Strangely enough, they could hear the sound of talking coming from the room. "What's going on in there?" Twilight asked.

Sonic replied, "Maybe you should just see for yourself." He pushed the door open with his hand and walked inside, Spike and the ponies following him in. Inside the room, they could see Blaze, Rainbow, Silver, Espio, and Tails standing around the bed Rainbow had been in when she broke her wing.

"I understand what you're saying, but I do not think it would be wise to move the bed. When the color comes back, what will the patient think?" Blaze was asking, gesturing to the pony in the bed.

"Well, we could put it back before we leave. And it'll still be in the room; it's not like we're going to push it out the window or anything. He'll be fine," Dash replied.

"His charts say he's prone to nervousness. They mention that he often says that ponies are trying to steal his slippers. Coming back to life and then having his bed lifted could be rather disorienting for him," Blaze argued.

"What are y'all goin' on about?" Applejack asked. Espio, Silver, and Tails turned away from Blaze and Rainbow as they too looked towards the door, noticing the others for the first time.

Espio cleared his throat, "Apologies. We have a… bit of a situation here."

Celestia stepped forward and asked, "What is it?"

Tails pointed at the bed, "The next portal is under there on the floor. Rainbow said Silver should move the bed so that everybody can reach it easier, especially you, Luna, Vector, Cadance, and Shining Armor, Princess Celestia. Blaze isn't sure it's a good idea, though."

Rainbow spoke up, "There isn't a lot of room under there. It might be cramped for some of us if we had to go under the bed."

Celestia reassured her, "Thank you for thinking of us, Rainbow Dash, but it's all right. I'm sure we can all get under that bed just fine and leave the patient no worse for the wear."

Rainbow replied, "All right, Princess Celestia. As long as you're sure."

Silver asked, "So I don't have to move it now?" Espio shook his head in response.

Sonic shrugged, "Well, that was quick. Let's get going, then!" He walked over to the side of the bed and sat down on the floor, thrusting his legs under it. As he went under the bed, he said, "Try to go so you'll land right side up." He then went through the portal as he went fully under the bed.

Rainbow followed after him, going forelegs first through the portal. Blaze then went as well and the rest followed. Soon, Celestia, Cadance, Luna, and Shining Armor were the only ones left. Celestia went first, having to really press herself against the floor to get her form underneath the bed. When she finally went through the portal, Luna went next, the younger sister having less trouble working her way under the bed, and Cadance and Shining Armor followed them. After they were all gone, three fillies snuck into the room, creeping towards the bed…

A second after he went through the portal, Shining's hooves came into contact with metal, the stallion standing up straight next to his wife. They looked around and found that they were standing in a large, square-shaped room made of metal and the others had spread out, looking around. Shining and Cadance trotted over to Twilight and Rainbow Dash as the former looked at Sonic and Tails and asked, "Where are we?"

Tails, while looking around, replied, "This kind of reminds me of the receiving station for the space elevator we took to get up to Eggman's Incredible Interstellar Amusement Park, but we're not there. This is a different station, but I'm not sure which one it's for."

Espio walked over and pointed to a pair of metal sliding doors, "Then I guess we'll find out where we are once we step through those doors." Everyone came back together soon after that and they started for the doors.

As they got close, Blaze stopped and sniffed the air. A moment later, she said, "Strange… I can smell something fresh on the other side of those doors."

The others stopped and looked at her. "What do you mean by 'fresh', Blaze?" Silver asked.

Before the princess could respond, Pinkie chirped, "Ooh, gum drops!" Everybody looked back at her, the pink pony looking kind of like an anteater as she slurped up the gum drops off the floor with her tongue.

Sonic raised an eyebrow, "Sweet smells? Gum drops lying around?" After a moment, he pressed his left hand against his forehead, "Oh… I know where we are."

Twilight looked at him and asked, "Really, where?" Sonic glanced up at a nearby loudspeaker and took his hand off his head, holding it up with all of his fingers pointing up. Twilight watched in confusion as he counted down the seconds with his fingers, "Uh, what are you…?"

Sonic hit zero before she could finish, and he lowered his hand to his side as a familiar voice crackled through the loudspeaker, "Welcome to the Sweet Mountain! Insulin will be provided at a marginal extra cost. And by 'marginal', we mean 'enormous'."

Tails smiled, "Oh boy, we're at Sweet Mountain! It's sugar city time!"

Sonic sweat dropped, "I know you loved this place when we were here, Tails, but we might have a few problems this time." As he said that, his eyes moved in Pinkie's direction, the pink pony having stood up straight when she heard 'Sweet Mountain' and 'sugar city'. Tails look confused at that, not sure what problems the blue hedgehog was referring to.

Applejack looked at him and asked, "Hey, uh, why'd Eggman call this place 'Sweet Mountain'?"

Sonic replied, "You'll see why when we get outside." He walked over to the doors, which began to slide open as he approached them. Blinking rapidly and holding his hand up to his eyes as the Sun hit them, he stepped outside.

Tails was right behind him, Twilight and Blaze following behind him. As her vision cleared, Twilight got her first look at Sweet Mountain and her eyes went wide. "Uh, wow…" was all she could utter. The others followed them out and, except for Silver, were equally shocked by what they saw.

All around them, as far as the eye could see, were confectionaries of all sizes intermixed with what appeared to be machines and rides. There were life-sized gingerbread men and candy canes, cakes that could very well have been the size of mountains, and huge jelly beans and other candies being carried away on conveyor belts. And they'd only just set foot/hoof on the planet!

Applejack gaped, "Well, dang… That answers mah question. Is it all real?"

Tails nodded, "Totally! Except for the stuff Eggman added, just about everything here is edible!"

Rainbow looked at Sonic and asked, "And this is a whole planet?"

Sonic glanced up at the sky and said, "That's right. And since I don't see any cotton candy clouds, I know it's not that other candy land I've seen." He then looked at the others. Rarity, Fluttershy, Shining, and Cadance were all staring with their mouths open, Espio had joined Blaze and Silver in remaining calm after the initial shock wore off, and Vector, Spike, and, to Sonic's surprise, Celestia were eying some of the confections while licking their lips, Celestia particularly focused on the giant cakes. The look Luna was shooting her sister made him think that her reaction was pretty common.

Finally, Sonic looked at the pony whose reaction he was worried about the most: Pinkie Pie. She was sitting on her haunches rubbing her hooves together in front of her, her mouth hanging wide open and her tongue dangling out. Her eyes held a look Sonic had never seen before, one that indicated it was time to man the lifeboats because the S. S. Pinkie was about to sink.

Pretty soon, the reality of where they were caught up to everyone and Pinkie's friends looked at her nervously, noticing the look on her face. "Um, Pinkie…?" Fluttershy ventured.

Spike groaned, "Oh man… She looks like she's gonna burst any second now…"

Tails murmured, "Uh-oh…" He at last realized what problems Sonic was thinking of and was now nervous along with everypony else. "_Oh please, don't let something set her off. Not now…_" he thought to himself.

If anyone or anything had heard his mental plea, it went unanswered as Eggman's voice came through another loudspeaker, "We hope you're enjoying this sunny day here at the park. Sadly, a sunny day once again means that the Choco-Coaster is out of service… due to melting."

That did it. Pinkie's internal dam burst as she reared up on her hind legs and let out a resounding, "YAHOOOOOOOOOO!" Though her scream was not nearly as loud as the time she used her super megaphone, it was still loud enough to cause everyone to shut their eyes and either cover or plug their ears; even Celestia was broken out of her trance by it. By the time they opened their eyes, Pinkie Pie had disappeared from her spot.

Twilight looked down the path and saw a flash of pink disappear around the side of a cake. "Pinkie!" she called before taking off after her, Rainbow Dash flying above her.

"Hey, wait!" Sonic exclaimed while running after them. Everyone else soon took off after them, nobody noticing three little fillies poke their heads out of the doors behind them.

Rainbow and Twilight hurried down the path, noticing the sweets along the sides of the path either had bite marks on them or had already been eaten. It was easy to see that Pinkie's sweet tooth was working overtime. Soon, the path changed to metal, Twilight running across a grating while Rainbow flew alongside her. The grating soon gave way to ordinary metal and Twilight came to a stop, panting a bit while Rainbow landed beside her and looked around, asking, "Shoot, where'd Pinkie Pie go?!"

Once Twilight had her breathing back under control, Sonic came up behind them and asked, "Any sign of her?"

Twilight looked back at him and replied, "No, she's already gone. There's no telling where she could be now." She looked around and noticed a huge cake with strawberries on it nearby, in addition to pipes, huge donuts, and some odd-looking missiles. "Wow, what is this place?" she asked.

Sonic shrugged, "I don't know. Maybe it's where they make the donuts."

Rainbow looked at some of the donuts being held up and noted, "Pinkie likes donuts, and these haven't been touched. Maybe she'll show up here, and then we'll…" She stopped short as a shadow suddenly fell over the three of them. "Hey, why'd it get dark all of a sudden?" she asked.

Sonic looked up and his eyes widened. "Look out!" he cried, grabbing Twilight and Rainbow Dash and pulling them back with him before they all dropped to the ground and covered their heads. A second later, there was a loud explosion right behind them.

A few seconds later, Applejack and the others caught up and stared at the strange sight before them. Sonic, Twilight, and Rainbow Dash were lying on the ground, still covering their heads while their backsides were covered with confetti and various candies. "Uh, y'all okay?" Applejack asked, causing the three of them to look up and uncover their heads.

Sonic replied, "Yeah. We just missed getting hit by a missile loaded with goodies, that's all." He then rose to his knees while Twilight and Rainbow raised themselves into a sitting position. He then ran his left hand through his quills and pulled something out after a moment. "Hm, Jolly Rancher," he noted while looking at the green candy. He then looked at Rainbow and said, "Hey Dash, I think you got a Fruit Roll-Up in your hair."

Rainbow ran a hoof through her mane at that while Twilight did the same. She soon extracted the sweet from her hair while the lavender unicorn found some Laffy Taffy in her stripes. "What is this? Is this candy?" Rainbow asked.

Tails offered, "I'll eat it if you don't want it."

Rainbow glanced at him, "I didn't say I wasn't gonna eat it."

Blaze asked, "Where's Pinkie Pie?"

Twilight started, "Well, uh…" She heard a noise and turned her head to look. One of the donuts had been eaten partway and, after a second, it fell off of the stand holding it up. "Looks like she was just here," she sighed.

"Wow, she eats fast!" Silver noted, looking where the donut had fallen as Twilight, Rainbow, and Sonic stood up and dusted/shook themselves off.

"Man, at this point, she could be anywhere!" Rainbow groaned.

Luna spoke, "Well, we have to find her, and soon! Isn't that right, sister? …Sister?" She looked back at Celestia after a moment and found her eying the strawberry cake with a smile. Luna nudged her with a hoof, "Sister!"

Celestia shook her head and asked, "Huh? What? Oh, uh, yes, Luna! You know, what you said!" The Lunar Princess rolled her eyes at that.

Vector spoke, "Well, we better start looking for her, then! Anybody have an idea of what she likes the most?"

Applejack said, "Can't help ya there, pardner. Pinkie loves anythin' that has sugar in it. If it's got somethin' else on it, she loves it even more! There ain't a sweet in the world she doesn't like."

Rarity nudged her and smirked, "Except for your baked bads. She certainly didn't like those." Applejack lowered her hat and gave Rarity an odd look at that.

Suddenly, Tails yelled, "Heads up! They're firing more of those missiles!" Everybody (save for Celestia) looked and saw that he was right. Five missiles were being launched, and if the one earlier was any indication, they were going to come down right on top of their heads!

"Let's get out of here!" Twilight exclaimed, already turning to run. Everybody did the same and started running along the metal pathway. After a few steps, Luna stopped and looked back to see Celestia staring at the cake once again. Shaking her head, her horn lit up and her cobalt blue aura wrapped around her sister, pulling her along as Luna turned and started running again.

After a short while of running, everyone came to a stop, now back on the brown, frosting sided ground from before. As they took the opportunity to rest, Spike groaned, "Whoa… That was close…" Everybody nodded in agreement.

Shining looked back down the path and asked, "How did a park like this ever get opened with such a clear danger to guests?"

Tails spoke, "First of all, it didn't open. It was destroyed before it was officially open to the public. And second, it's Eggman's park. He'll make it as dangerous as he wants."

Twilight sighed, "Great… Wonder what's going to happen next."

As if to answer her, a voice Sonic and Tails recognized spoke, "Well, what do we have here?" Sonic quickly whirled around, looking towards the edge of the path and up where the voice came from. Above the edge, standing on a green hoverboard, was a familiar green hawk standing with his arms crossed and a smirk on his beak. "It's been a while, Sonic the Hedgehog," he stated.

"Jet!" Sonic exclaimed.

Behind him, a purple hoverboard flew over the heads of everyone else, turning around and flying behind and around Jet and coming to a stop just above Tails. The purple swallow on the board looked down at him and said, "Long time no see, shorty."

"Wave!" Tails gasped.

Sonic glanced around, noticing there was one familiar face that was missing. "Hey, you lose someone or something, Jet?" he asked.

The hawk leapt down from his board, grabbing it as he fell and landing in front of Sonic. "You'll be the one losing something, Sonic the Hedgehog! Especially if those horses behind you are what you call a racing team! They look like they stand on four legs all the time; how are they supposed to ride Extreme Gear?"

Sonic replied, "You don't know them like we do, Jet. They've stood up on two legs before, so it shouldn't be too hard for them to learn!"

Wave, instead of making a remark about what Sonic said like Jet expected her to, had instead taken on a more scholarly viewpoint upon seeing Sonic and Tails' new friends. "Huh… These equines aren't just ordinary horses. There are pegasi, unicorns, and pegasus unicorns in this group. Even that orange one looks like something special, and… Is that a real dragon? How'd you ever come up with proof of the existence of mythological beings, shorty?"

Rainbow yelled, "Hey! Who are you calling mythological?! You don't exactly look too common yourself!"

Jet said, "Miss Pride Parade is right, Wave! Who cares who's supposed to be made up or not! It's not like there's anything we need to worry about!"

Sonic grinned, "You're just gonna go ahead and make that assumption, huh? You're rushing into things like you always do, Jet."

Jet smirked at him, "Rush? I happen to be the fastest thing in the universe, and you're going to know it today!" Sonic looked ready to fight at his words, and Rainbow looked ready to join him in disproving Jet's claim.

Before they could do anything, Wave spoke, "Enough!" Sonic, Rainbow, and Jet all looked at her, the swallow still standing on her Extreme Gear. "Jet, as much as I'd love to beat shorty and blue for old time's sake, we still have to find Storm! We already agreed not to do anything else until we find him!"

Jet complained, "Aw, come on, Wave! We're rogues; can't we bend our own rules a bit?" Wave responded by putting her hands on her hips and raising an eyebrow at him. "Ugh, fine!" Jet groaned. He let go of his Extreme Gear, the board hovering as it landed right side up, and jumped on it. Before leaving, he turned to Sonic and said, "You're getting off lucky this time, Sonic the Hedgehog! Once we find Storm, you're going down!"

Sonic smirked, "I'll be looking forward to it." Jet growled at that and turned away, both him and Wave flying off over the nearby ledge on their Extreme Gear.

A moment later, Applejack asked, "Okay, so who were they?"

Tails answered, "Jet the Hawk and Wave the Swallow. The third member you didn't see was Storm the Albatross. They're the Babylon Rogues."

Twilight looked at him and asked, "Babylon? You mean like the Babylon Garden you mentioned before?"

Tails nodded, "That's right. They're descendents of ancient Babylonians!"

Vector growled, "Too bad those Babylonians aren't around to teach Jet some manners! He's still a snarky little twerp!"

Rarity nodded, "Oh, I agree! He was simply rude!"

Rainbow asked, "Were those flying boards they were riding on?"

Tails replied, "Yes, they're called Extreme Gear, a type of hoverboard. Wave's the mechanical genius behind their Extreme Gear."

Applejack said, "Well, Ah'm sure you got some Extreme Gear expertise yerself, Sugarcube."

Tails rubbed the back of his head, "Well, I do have some experience, but Wave specializes in Extreme Gear. I do a little bit of everything. I might be able to outrace her at times, but as far as being an Extreme Gear mechanic, I've got a long way to go before I'll be able to match her."

Sonic patted him on the shoulder, "Well, you're good at it already, buddy. Don't worry about pushing yourself just to be better than her."

Shining cleared his throat, "Yes, well, maybe we should get moving. We still have to find Pinkie Pie, after all."

Sonic shrugged, "Hey, we didn't forget about her. We'll find her, even though that'll probably mean turning Sweet Mountain upside-down."

Cadance smiled, "Let's go, then! I can't wait to see what else they have here!" With that, the group started off again, moving on through the candy paradise.

After a short while, while walking on a path coated with real frosting (which Celestia bent down and took licks of when she thought nobody was looking), Cadance walked alongside Twilight and gave her a nudge with her left wing. When Twilight looked at her, she asked, "Wouldn't it have been great if there had been a place like this when you were a little foal, Twilight? Think of all the fun we would've had!"

Twilight giggled before replying, "That's a nice thought, Cadance, but somehow I'm not sure I would have had as much fun in a place like this as Pinkie is right now."

Shining came up along her other side and said, "Hey, I think you would've had a lot of fun, Twily, especially if I came along."

Twilight glanced up at him for a moment before looking forward and saying, "Well, I don't."

Shining looked down at her, a bit worried at the way she had said that. "Are you okay, Twilight?" he asked.

Twilight sighed; she just couldn't think of a good way to go about this, but she couldn't leave it hanging in the back of her mind forever either. No matter how it made her feel, she had to bring it up. She had to take action or it's unlikely it would ever come up normally. "Uh, Shining…" she started.

"Ooh, look!" Cadance spoke, interrupting her. Both Twilight and Shining looked forward, Twilight's eyes widening at what she saw: Egg Pawns! They looked just like the ones she and the others had seen earlier, with the exception that they were wearing chef's hats and carrying wicks, which confused her. Cadance looked at Sonic and Tails and asked, "Do they work for the park?"

Sonic, through half-lidded eyes, replied, "Yeah, they're the clowns that work for the big clown around here. They help him capture aliens so he can steal their energy for his mind control machine." Cadance looked at him in confusion.

Rainbow looked at him and said, "You mentioned rescuing aliens before. What kind of energy do they have that had Egghead so interested?"

Tails spoke, "That would be the Hyper-go-on energy. For the Wisps, it's their life source; it's very powerful stuff."

Applejack asked, "Wisps?"

Tails nodded, "That's what they're called."

Rainbow looked at the Egg Pawns and said, "Neat! So let's get busy and bust some bots!"

Celestia spoke, "I don't think we need to do that, Rainbow Dash. They're just dancing towards us." Indeed, the Egg Pawns were hopping from one foot to the other, moving towards the group all the while.

When one of them was close enough, it tried to whack Sonic on the head with its wick, but the hedgehog reacted swiftly and reached up with his left hand and grabbed it by its right arm. "Okay, I'm calling it! That was foul play!" he said. He yanked the wick out of its hand with his right hand and smacked it right across the face with it, knocking the robot back. Rainbow took the initiative and flew at the Egg Pawn, bringing her hind legs up as she got closer and kicking it right in the chest. This action knocked it off its feet and, when it landed on its back, it exploded.

Shining stared in shock, "They really are robots?"

Rainbow flew back over and grinned at him, "Exploding robots!" The other Egg Pawns, upon seeing that their ploy had been foiled, rushed towards the group, ready to attack.

Sonic leapt at one, landing on its head and jumping off of it, confusing the Egg Pawn while Applejack dashed up and delivered a solid buck to it, Sonic taking out another with a Homing Attack while she did so. Tails and Rainbow Dash tag teamed one, both flying into it and kicking it in the face. Espio ran up to one and used a pair of kunai daggers to disable its legs, allowing Silver to lift it up with his psychokinesis and crush it like an aluminum can. Blaze and Vector worked together to get rid of several Egg Pawns, Blaze unleashing fire from her hands while Vector unleashed fire from his mouth. Spike's eyes widened in surprise when he saw this. "_Is he part dragon or something?_" he wondered.

Amidst all the fighting, Twilight noticed one Egg Pawn trying to sneak away with something in its arms. Quickly deciding on what to do, she turned and ran after it. Ignoring her brother's protests, she got within range of the Egg Pawn and quickly created a horizontal Psychic Knife with her magic. She then released it towards the Egg Pawn, the blade slicing both the robot and whatever it was holding in half. Twilight looked at what it had been carrying and was surprised to see a small, angry-looking cyan-colored creature floating up out of the remains of what appeared to be a capsule. She trotted over to it and said, "Uh, hi! Are you a Wisp?" The creature nodded its head.

Sonic and the others came over, all the Egg Pawns having been taken care of. Sonic noticed the Wisp in front of Twilight and smiled, "Hey, that's a Cyan Wisp!"

The Wisp suddenly floated up and began flying in circles around the group. "He seems pretty excited… and fast!" Twilight noted.

Fluttershy smiled, "He's so cute…!"

Rainbow, on the other hand/hoof, looked doubtful, "This is what Eggman had his eyes on? This little guy?"

Tails looked at her and said, "Well, he was looking to get a lot more than one Wisp, but yeah! He wanted lots of Hyper-go-on energy!"

Rarity raised a hoof to her mouth, "Well, he seems rather hyper right now. Is he showing us this energy?"

Tails said, "No, the Cyan Wisps happen to be kind of excitable, Rarity. The…" He trailed off as he looked ahead and saw more Egg Pawns coming up ahead. He pointed, "Look out! There's more!" Everybody looked and got ready when they saw the robots.

Suddenly, the Cyan Wisp floated down in front of Twilight's face, causing her to look at it. She watched as it floated down and suddenly rushed into her chest! The others looked on in surprise as a cyan glow began to surround her. "Hey, what's going on?!" she exclaimed.

Sonic said, "Don't worry, Twilight! Just let it out!"

Twilight glanced at him and asked, "Let it out?! How?!"

Sonic shrugged, "How about you use your horn?" Twilight looked up at it and then squeezed her eyes shut, focusing. Applejack and Rainbow Dash got out of the way as she tried to channel her magic into her horn, but something else was filling it instead. Suddenly, she fired a cyan beam from the tip of her horn! At first, it went straight, but as it approached the Egg Pawns, it suddenly began to zigzag along its path, striking all of the Egg Pawns in the chest and going through to the next one before resuming its straight course after the last Egg Pawn was destroyed. It stopped soon afterwards and the entire beam disappeared.

Spike and the ponies, especially Twilight, stared in shock at what just happened. Twilight noticed the Cyan Wisp pop out of her chest and float away after it waved goodbye to her. "Was that… from the Wisp?" she asked.

Sonic nodded, "That's right. You got your first taste of Hyper-go-on energy! Those particular aliens do just that: lasers!"

Fluttershy looked at Tails and worriedly asked, "Is the Wisp going to be okay, Tails? You said the Hyper-go-on energy is their life source!"

Tails replied, "Don't worry, Fluttershy. Twilight just used a small amount of it to do that. Now that he's free, he won't have to worry about having his Hyper-go-on energy drained."

Rainbow gaped, "That was a SMALL amount of energy?!"

Tails nodded, "Yep. You can see why Eggman was so interested in it. That's why he was capturing Wisps; they don't like him either."

Sonic grinned, "And here's the kicker: they call him 'Baldy Nosehair'."

Rainbow Dash, Applejack, Spike, Silver, and Vector instantly broke into a fit of laughter at that while Rarity, Twilight, Fluttershy, Celestia, Luna, and Cadance giggled, the princesses using a hoof to cover their mouths and failing to hide their amusement. Even Blaze and Espio cracked a smile at the Wisps' name for Eggman. Rainbow eventually spoke, "Baldy Nosehair? That's pretty funny for aliens! You should totally never forget that!"

Tails giggled, "I know. I even wrote it down for future reference."

Applejack grinned, "If we see him, we should call him that!"

Sonic smiled, "Yeah, we could. But you know what I was thinking would be funnier?" He used his hands to imitate Eggman's mustache as he said, "Baldy McNosehair!" He was answered with another round of laughter from everybody. Everybody except Shining Armor, who was glaring at the back of Sonic's head as the hedgehog patted his sister on the back, praising her use of the Cyan Wisp's power.

**Soon…**

"You don't think 'Magic Knife' would work?" Silver asked Twilight while everybody was walking. The group was still searching for Pinkie Pie, but since the pink pony could pop up anywhere, they decided not to rush it and instead keep an eye out for evidence that she'd been through the area.

Twilight shrugged, "Well, it would work, Silver. It's just…"

Rainbow backed her up, "It sounds kind of plain, dude, especially since you've already taken the whole 'knife' thing for yourself."

Silver held a hand to his chin, "Hm, I guess you're right. Uh… how about 'Magic Cutter'?"

Applejack smirked at him, "Now that just sounds silly."

Silver looked up and asked, "What about 'Mana Sword'?"

Tails looked at him and said, "I think that's already taken, Silver."

Silver snapped his fingers, "I've got it! Magic- no, 'Mystic Blade'!"

Twilight looked up thoughtfully, "Hm, Mystic Blade…"

Blaze said, "It seems fitting enough."

Luna nodded, "Indeed. Shall we dub the magic version of the Psychic Knife that, Twilight Sparkle?"

Before the unicorn could respond, Fluttershy spoke up, "Um, excuse me…" Everyone stopped and looked at her; she asked, "Does anypony hear that?" Everyone looked around at that, listening.

After a moment, Espio said, "It sounds like running water… but different."

Silver pointed to a guardrail up ahead of the group, "It sounds like it's coming from over there." Everybody walked over to the guardrail and looked over it. Below them, they could see what appeared to be a river of chocolate flowing beneath them. As they watched, a huge donut came floating down the river.

"What is it?" Twilight asked.

Tails said, "That donut looked like it had something in the middle. Maybe it's like one of those river rides where you jump in the boat and go rolling down the river."

Cadance smiled, "Since Pinkie Pie likes donuts and chocolate, she might be taking a ride. Maybe we should take a ride too!"

Blaze looked down at the river and said, "I don't know if we should. Is it safe?"

Vector shrugged, "What could be dangerous about donuts and chocolate?"

Eggman's voice sounded from a nearby loudspeaker, "Due to cost restraints, some of the donuts used in this ride are of the 'day-old' variety. We apologize for this cost-cutting measure, and hope that you enjoy the ride."

Espio glanced at Vector, "Does that answer your question?"

Vector replied, "Uh, I guess so…"

Celestia spoke, "Well, we can at least look and see if Pinkie Pie has been around here. If not, we might be able to use this ride to go elsewhere in Sweet Mountain."

Luna looked down as another donut floated by and asked, "Erm… how do we get on?"

Tails looked off to the side and said, "I bet there's a spot further upstream somewhere. I doubt Eggman would set up a ride without including a spot where people can get on."

Sonic looked down at the liquid-like chocolate and muttered, "For once, I hope so…" The group began heading upstream, searching for Pinkie Pie and/or a place to get on the ride.

After about a minute, they found a metal platform hanging out over the chocolate river. There was a sign next to it saying 'Chocolate River Ride: Boarding Platform'. Seeing as there was no sign of Pinkie Pie, they decided to get on the ride. As they walked onto the platform, Eggman chimed in from a nearby loudspeaker, "Enjoy the ride, but be careful! The seats can be sticky."

When they reached the end of the platform, they found that they were still high above the river, the donuts floating by underneath them. "Are we supposed to jump down into the donuts from here?" Twilight wondered.

Sonic said, "Those donuts look like they can hold more than one person. I don't think we can all jump down there at once."

Silver asked, "So how do we get on?" Everyone began to think about this.

Not far away, three little fillies were in a booth containing the controls for the river ride, trying to figure out how to work them. "Come on, there's got to be a way to get those donuts to stop," Scootaloo said.

Apple Bloom looked at one of the monitors and noticed the group standing on the platform while thinking. She looked at Sweetie Belle while saying, "Hurry up, Sweetie Belle! They're startin' to look impatient!"

While looking over the controls in front of her, Sweetie Belle muttered, "I'm trying! I'm not sure what everything does, though!" She soon eyed a button and a lever; the button was labeled 'Stop Donut' and the lever was labeled 'Boarding Lift'. "Okay, I think I've got it now," she said while pressing the first button with a hoof.

Back with the group, they looked down when they heard a metallic sound and saw a railing slide up from the chocolate, blocking the next donut that came by. After a moment, a lift rose out of the chocolate, bringing the top of the donut up just under the platform. "Huh. That's odd," Twilight commented.

"Yeah. Why didn't that rise up sooner?" Applejack asked.

Rainbow shrugged, "Well, it's up now, so I guess we can get on." She flew above the center of the donut and found a white floor in the hole, the donut above it cut into the shape of a circular seat. She called to the others, "Looks safe enough! Come on!"

As the others started to climb onto the donut, Rarity spoke, "But he said the seats might be sticky! How are we to know?"

Sonic looked back at her and said, "Just feel it with a hoof before you sit down. That's one way to know." He then climbed up onto the donut, Rarity following after a moment, and sat down between Tails and Twilight. Once everybody was on and seated, they waited a minute before the donut was lowered, at which point it started going down the river.

While they were going down the river, Blaze looked around and noted, "This is rather relaxing, actually."

Celestia nodded to her, "I agree."

Cadance said, "Yeah, it is nice. And we're all nice and close together like this." She snuggled up against Shining Armor, the stallion smiling down at her and wrapping a hoof around her. Blaze blushed softly at this and just then noticed she was sitting right next to Silver, which caused her to turn a little redder under her fur.

As they were going down the river, Spike, who was sitting between Rarity and Rainbow Dash, looked at the donut the group was riding in and said aloud, "You know, this donut is making me kind of hungry."

Rainbow looked down at him, saying, "Yeah, me too! You think they'd mind if we ate some of it?"

Applejack looked at the pegasus sitting next to her and spoke, "Rainbow Dash! Why in tarnation would ya go eatin' somethin' you're ridin' in?"

Rainbow waved a hoof, "Hey, I didn't mean eat the whole thing! Just a little bit of it. That wouldn't be a problem, right?"

Vector said, "That depends. Is this a day-old donut or a fresh one? You might not want to put a day-old donut in your mouth."

Rainbow replied, "Well, just a lick, then! What could be wrong with a lick?"

Before anyone could say anything, Eggman spoke up from another loudspeaker, "We know they look delicious, but please refrain from licking the rides. That would be disgusting. Do you know where those rides have been?! People have been sitting on those rides! With their BUTTS! Okay, go ahead; lick them. Don't say we didn't warn you."

Everybody sat dumbstruck for a second at that announcement. Then, suddenly, Celestia leaned over and started sniffing the seat with interest. "Sister!" Luna whispered, embarrassedly.

Twilight looked over at Spike and noticed he was licking the outside of the donut anyway. "Spike!" she said.

The baby dragon looked over his shoulder at her, holding bits of the donut in his claws. "What? It's good!" he shrugged. He looked at Rainbow Dash and asked, "You want some?"

The rainbow-maned pegasus stared for a second before saying, "No thanks, Spike, I think I can wait it out." Spike shrugged and went back to eating.

Espio looked away from Celestia, who was lifting herself to sit upright in her seat, and asked, "Speaking of which, does anyone know where this river ends?" Everybody shook their heads at that.

Silver spoke, "Hang on. I'll fly on ahead and see where the end is." He focused his psychic powers, a green aura surrounding him as he leapt from the donut and started flying downstream.

After Silver left, Twilight looked around the donut at her friends. Fluttershy and Tails were talking, Rarity was talking to the princesses, and Applejack and Rainbow Dash were leaning back against their seats, trying to nap. Twilight decided she didn't want to interrupt any of the conversations, so she turned to the two athletic ponies in the boat and asked, "Uh, Applejack? Rainbow Dash?"

Rainbow Dash waved a hoof without opening her eyes, "Not now, Twilight. Blaze was right; this is relaxing, and I'm going to enjoy it."

Twilight pleaded, "But…"

Applejack tipped her hat up to look at the unicorn and said, "Relax, Twi'. A donut ain't much of a boat, but it sure is workin' out here. Just sit back and enjoy the ride; it's all okay." She then tilted her hat back down, covering her eyes.

Twilight sighed as she looked down at the floor. Sonic noticed this and asked, "Twilight?"

The lavender unicorn looked up at him in surprise, forgetting that she was sitting right next to him. "Oh, sorry, Sonic. I, uh…" She trailed off, thinking. Sonic could tell whatever she was thinking about had something to do with her friends, though he guessed she thought she'd be rude if she tried to get their attention now. She looked up at him and asked, "I was wondering, what was that device you used back in Ponyville?"

Sonic replied, "Device? Oh, you mean my cell phone." He reached into his quills and pulled the black phone out, holding it up in the palm of his right hand so Twilight could see it.

Twilight looked at it, eying the lit screen curiously. "Cell phone? What's that? What does it do?" she asked.

Sonic replied, "It's kind of like the radios you and Tails made. It lets you communicate from long distances; the difference is the radios are short-range compared to a cell phone's range. Basically, if I had a friend on the other side of the world that had a phone and I knew their number, I could call them and talk to them."

Twilight looked at him in wonder, "Wow… And you can do this from anywhere in the world?"

Sonic shrugged, "Well, it kind of requires you to be connected to the wireless network to call someone. That pretty much means you need to be able to get a signal to use it." He turned his phone around and looked at it before saying, "And wouldn't you know it? There's no signal here. Should've guessed Eggman would cheap out on something like that."

Twilight looked disappointed at that, "So it's useless now?"

Sonic looked back at her and said, "Well, not entirely. Cell phones today have a lot of nifty features available. Like this, for example." He looked down at his phone and slid his left finger around on its surface for a minute, tapping a few times before holding it out towards Twilight, who put her ear up to it. After a moment, she could hear music:

…_all my speed,_

_My very self is who I'll lead._

_I'll never turn back, there's nothing to fear,_

'_Cause the end of this road is very near~_

Twilight looked at Sonic in surprise, "You can also listen to music on it?"

Sonic nodded, "Yeah! And that's not all!"

As they kept talking, Shining Armor glared across the donut at Sonic, the hedgehog seemingly oblivious to the look he was receiving. The young captain had tried to save a seat for his sister when he sat down to separate them, but Cadance had called Celestia and Luna over before he could save the spot to his right. And of course, Sonic ended up sitting next to Twilight How was he supposed to get them apart now?

His thoughts were interrupted when Cadance nudged him. He looked down at her and she asked, "Something on your mind, Shiny?"

Shining looked over at Sonic as he said, "Even though they just met, that Sonic guy seems awfully close to Twilight. I wonder why…"

Cadance gasped softly and whispered, "Oh, Shining! Are you suggesting…?"

Shining looked down at her and asked, "Can you tell? I mean…" Cadance nodded at what he was implying and looked over at the two, sitting up straight before closing her eyes and focusing on them as she began to discreetly prod them with her magic.

About a minute later, she opened her eyes with a frown, "Odd…"

Shining looked at her and asked, "What?"

Cadance replied, "I can't to seem to sense anything from Sonic. At all. It's like his mind is closed off so it can't be read. And something's clouding Twilight's mind. I don't know what it is, but I can't see past it."

Shining looked anxious at that. "So you can't tell if -?"

He was cut off when Silver suddenly flew down and landed in the middle of the donut, exclaiming, "Hey guys, I think we have a problem!"

Blaze stood up and asked, "What's wrong, Silver?"

Before he could answer her, Tails asked, "Hey, what's that sound?"

Silver looked down the river and gasped, "Oh no, we're already approaching the waterfall!"

Twilight gasped, "There's a waterfall?!"

Silver nodded to her, "Yeah! And at the bottom, there's a whirlpool!"

Applejack exclaimed, "What?! Then we gotta get off now!"

Sonic looked over the side of the donut as he said, "It might be a little late for that, Applejack! The current's speeding up, and those cake-y walls look pretty steep!"

Celestia spoke, "Please calm down, everypony. Luna and I can use our magic together to carry our donut to safety. Just remain calm." Everybody relaxed slightly as Celestia and Luna stood up, focusing their magic into their horns and together wrapping it around their donut while everybody else watched as the waterfall began to get closer.

The Cutie Mark Crusaders, meanwhile, had figured out where the group was heading and were looking for a way to help everyone. Apple Bloom and Scootaloo were looking over the control panel while Sweetie Belle consulted a manual she had found after the ride had started. "Construction, setting up the system, what to do with jelly donuts… there's got to be something in here that can help us!" the young unicorn exclaimed.

"Hurry up, Sweetie Belle! We don't know what any of these controls do, and we've got to help them!" Scootaloo exclaimed.

"I know, I know! There's just so much stuff in here, and very little of it is helpful!" Sweetie Belle cried.

Apple Bloom looked over the panel nervously. Any one of the switches or levers could help her sister and everyone else… or make things worse. Suddenly, she noticed a large lever off to the side, near the end of the control panel. "What's this?" she asked.

Sweetie Belle spoke up, "I've got it! There should be a big lever that's used when the donuts reach the waterfall!"

Apple Bloom hopped up on the control panel, heading for the lever as she said, "This must be it!" Once she reached it, she wrapped both forelegs around it and started pulling, but it wouldn't budge. "It's stuck! It ain't movin'!" she cried.

Scootaloo and Sweetie Belle hopped up onto the panel, Scootaloo saying, "Hang on, we'll help you!" They got up behind her and wrapped their forelegs around her, pulling. The lever began to move, but not much. Scootaloo put on a determined face and said, "When I say 'now', we'll all pull at once! Okay?" Both Sweetie Belle and Apple Bloom nodded, waiting for the signal.

Back with the group, they were just about to the waterfall, and Celestia and Luna's magic auras completely surrounded the donut they were all standing in. "Are you ready, Luna?" Celestia asked. The Lunar Princess nodded and they both steadied themselves, waiting for the donut to go over the edge of the waterfall.

Suddenly, as they were about to go over, a platform hidden in the riverbed sprung out of the chocolate underneath the donut! It came up so fast it sent the donut into the air and launched everyone out of it! The donut landed in the whirlpool below while the group was sent flying.

Back in the booth, Sweetie Belle, Scootaloo, and Apple Bloom looked shocked as they saw what happened on the video camera. "Was that supposed ta happen?" Apple Bloom asked Sweetie Belle, the unicorn filly rushing over to where she dropped the manual.

After consulting it for a moment, she said, "Uh, yeah. That's actually part of the ride. It doesn't say where they go, but it does say they should have a soft landing."

Scootaloo leapt down from the control panel and ran to the door, saying, "Come on, we've got to find them!" Apple Bloom leapt down and Sweetie Belle dropped the manual, both of them running after her.

The group, meanwhile, was still flying through the air, some of them screaming as they flew. When gravity caught up with them and they began to fall, they bounced off of plates holding large jellies, which launched them up once more. As they were going up, they were caught by a giant robot holding a hot dog, which threw them behind it. They all ended up landing in something… soft, cold, and wet.

After a minute, everyone managed to pull themselves to the surface of whatever they landed in, all of them gasping for air. When they opened their eyes, they found that they obviously had some of the stuff they had landed in on them. Of course, Rarity freaked out when she realized this. "AAAAAHHHH! What is this stuff?!" she screamed.

After recovering from her scream, Sonic looked around at the white and brown mush they were buried in. Pulling his hands and arms to the surface, he said, "It looks like ice cream."

Tails scraped some of the stuff off his face and ate it. After swallowing, he nodded, "Yeah, and if I'm not mistaken, it's a sundae."

Rainbow tried some herself and said, "Hey, it IS an ice cream sundae!"

Applejack grunted as she tried to wiggle her forelegs out, "Is this part o' the ride too?"

Spike, while gobbling up ice cream, said, "If… it is… it's the best ride ever!"

Twilight sighed, "Oh great… If we have to eat all this, Spike's not the only who's going to have a stomachache when it's all over."

Shining shrugged, "Well, you have to admit, it's certainly something different, Twiley."

Cadance said, "It was enjoyable, though. I wonder what other rides they have here."

As if to answer her, Eggman spoke over a nearby loudspeaker, "There's no line at Bake Me Crazy, the ride that simulates what it's like to be baked like a cake. The ride itself lasts an amazing 20 to 25 minutes or until golden brown. Not recommended for our guests who are sensitive to temperatures exceeding 350 degrees."

Sonic deadpanned, "You can count me out."

Applejack nodded, "Fer sure!" The others agreed with her… except for Celestia. She looked positively thrilled to hear about a ride that had something to do with cake.

Luna noticed the expression on her sister's face and sighed, "Celestia…" Before she could continue, the ice cream sundae started to shift. "Wait… what is happening?" Luna asked.

"Why is this ice cream moving?" Rainbow Dash added. The others looked around, wondering the same thing.

Suddenly, something large and purple burst out of the ice cream, its sharp purple teeth startling everybody! "What the hay is that?!" Applejack exclaimed.

"Someone or something is using the Purple Frenzy! Look out, guys!" Tails cried. Everybody began to move through the ice cream at that, trying to stay out of the path of the 'shark' that was tearing around the sundae.

After avoiding getting an arm grabbed by the purple jaws, Sonic noticed something weird on the back of… whatever was using the Purple Wisp. "Why is it all poofy in the back? For me, it was all spiky," he said. He then looked down and noticed that he could see his legs. "Is it just eating the ice cream?" he asked.

He looked over when he heard Rarity scream and saw the purple berserker leap off of the white unicorn, leaving her on her back in a puddle of melted ice cream. "It LICKED me!" she shrieked.

Rainbow Dash flew over to her and snickered, "Yeah. It licked all that ice cream off your face while it was at it. That's one heck of a facial!" Rarity glared up at her at that.

Tails said, "Hey, Sonic's right. It just wants the ice cream." Everybody relaxed at that, but they were still wary whenever the thing came near them. In no more than two minutes, the entire sundae bowl was empty, and the berserker jumped out of the bowl down onto the ground.

After a few seconds, while everyone was looking where it had jumped out, a Purple Wisp floated up near the rim of the bowl. Fluttershy got nervous when she saw the sinister-looking smile on its face, the shape of its head reminding her of Iron Will's horns. "Wh-what's that W-Wisp?" she stuttered out.

Tails said, "It's a Purple Wisp, one of the Nega Wisps."

Twilight looked at him and asked, "Nega Wisp?"

Tails nodded and asked, "Remember what we said about Eggman being interested in the Wisps' Hyper-go-on power?" Everyone nodded, so he said, "When he finishes draining the Hyper-go-on energy from the Wisps, they turn into Nega Wisps, which are violent and do Eggman's bidding. They can be either purple or violet."

As Sonic began climbing up to the rim of the bowl, Luna asked, "Then who was using that Wisp's power, and to eat ice cream no less?"

When Sonic reached the rim, he looked down below the bowl for a second before calling back, "I'll give you three guesses, and the first two don't count."

Confused, Rainbow Dash flew up beside him and looked down. "Pinkie Pie!" she gasped. The pink pony was lying on her back on the ground, patting her belly contentedly with a dreamy expression. Her stomach was as slim as it usually was; if it weren't for the Wisp that floated up, nobody would have ever guessed she ate a huge ice cream sundae.

As the others started climbing up, Sonic and Rainbow leapt out of the bowl. Fluttershy, Tails, Celestia, Silver, and Luna flew out after them, Cadance deciding to climb out of the bowl with her husband and sister-in-law. Sonic and Rainbow landed next to Pinkie, Celestia, Tails, Luna, Silver, and Fluttershy landing behind them. If Pinkie knew they were there, she made no indication of it. After a moment, Rainbow Dash said, "Hey, Pinkie Pie!"

Pinkie glanced up at her and replied, "Hey, Dashie…" Rainbow raised an eyebrow at the… far-off way she said that.

Sonic asked, "So, how are you enjoying Sweet Mountain so far?"

As soon as he asked that, the dreamy look in Pinkie's eyes disappeared and she leapt to her hooves. She then started rambling, "Oh, I love, love, LOVE it, Sonic! It's WAY better than eternal chaos! They have all my favorites here! Lollipops, cake, donuts, gingerbread ponies- well, they're not ponies since Mr. and Mrs. Cake always make them so they're on all fours and these gingerbread delights were on two legs, not four, but they were just as good! Actually, everything's just as good as I remember it to be! It's like the Cakes were hired to make everything here! I wonder if the Cakes ever make anything this big because if they do, I've never seen it, and they've shown me all kinds of things, but you know, they…"

By this time, everybody had reached the edge of the sundae bowl (with a few slips here and there) and Rainbow Dash couldn't take anymore. She finally cut her pink friend off with a loud, "Pinkie!" When the party pony looked at her, she said, "We get it."

Pinkie smiled, "Oh, goodie! There are still a few places I want to check out before…" She trailed off for a moment, a distant look in her eyes.

"Before…?" Vector, who was hanging onto the rim of the bowl with the others, asked.

Pinkie Pie looked back and a huge grin formed on her face. "Before I go to the Chocolate Milk Sea, silly! Can you believe it?! There's a bunch of chocolate rivers here, and it all ends up in the Chocolate Milk Sea! Ooh, I want to go right now, but I have to see the rest of the park first!"

Twilight spoke, "Look Pinkie, we've been worried about you. If you want to go to this sea, that's fine. Just don't…"

Pinkie interrupted her, "Can't wait, gotta go! See ya!" She then turned and dashed off, leaving a smoke version of herself behind.

"Hey!" Sonic called.

Blaze pulled herself up over the side of the bowl and leapt down, saying, "Not again!" As soon as she landed, she ran in the direction Pinkie Pie had gone, Sonic and Rainbow Dash following her while the others jumped down from the bowl, Silver catching Rarity, Celestia getting under Twilight, Tails grabbing Spike, and Luna breaking Applejack's fall while Vector, Espio, Shining, and Cadance all leapt down and landed on their own. Despite a little bit of awkwardness with Rarity hugging Silver for catching her (causing him to blush and Spike to glare at him), they all ran after their friends when they were all back on the ground… except for one.

They didn't have to go far before they caught up with Sonic, Rainbow, and Blaze, all of them looking around. "Did she disappear again?" Rarity asked after a moment.

The three turned to the others, Blaze saying, "Unfortunately."

Sonic crossed his arms, "Man, what is up with that pony?" Twilight and her friends shrugged at him.

Tails looked around and asked, "Hey, where did Princess Celestia go?" Everybody looked around at that, but they found no trace of the Sun Princess.

"Did she disappear too?" Silver wondered.

Luna groaned, "Knowing my big sister, she's looking for this Bake Me Crazy ride. When it comes to cake, her sweet tooth always acts up."

Cadance asked, "So we have to find Aunt Celestia too?"

Vector turned to Tails and said, "Tails, you and Sonic went through every planet in this park. Do you have any idea where the Bake Me Crazy and Chocolate Milk Sea are?"

Tails replied, "No. When we were checking out the planets, we headed straight for the tractor beam generators that were holding the planets where they were. We didn't really go on the rides, or see any maps for each planet."

Luna sighed, "A map would certainly be useful right now…"

After a moment, Tails thumped his right fist against the palm of his left hand, "Wait, I've got it! Eggman's responsible for this whole park!"

Rainbow rolled her eyes, "Well, we already knew THAT, Tails."

Tails replied, "Yeah, but even as smart as he is, he'd need to have laid out plans and be able to have quick access to them, no matter where he is!"

Sonic said, "I see where you're going with this. Those maps in the Tropical Resort only listed general areas of interest, but if we can find one of Eggman's computers and hack into it, maybe we'll find some more detailed maps of each planet."

Tails nodded, "Exactly!"

Applejack asked, "So where can we find one o' these… computers?"

Tails held a hand to his chin, "Hm… There was one hidden in Asteroid Coaster, but there wasn't much information on it…" He looked up a moment later, "I know. It looked like Eggman was building a new base on Planet Wisp. He wouldn't be able to build a fully functional base without at least one computer to handle a bunch of tasks. Even the Egg Pawns can't keep up with everything. And if it was meant to be a base, he'd probably keep a lot of information there."

Sonic said, "Well, that shouldn't be a problem, then. We can use the Warp Ring to zip over there and check it out."

Luna asked, "But what about Celestia?"

Blaze nodded, "Luna's right, Sonic. Even if she doesn't know where the Bake Me Crazy is, she could still find it and get on it while we're gone."

Applejack protested, "But we'll have an easier time findin' it if we can just find a map."

Twilight said, "Sounds like we're going to have to split up again."

Silver spoke, "Good idea, Twilight."

Sonic nodded, "Yeah." He thought for a moment before looking at Blaze and saying, "I don't think Luna should go searching alone. Why don't you go with her, Blaze?"

The cat asked, "What, only me?"

Sonic replied, "No. If you want someone to come with, that's fine. I'm just not going to put anybody on the spot."

Blaze nodded, "I understand." She looked at Silver and asked, "Silver, would you accompany me and Luna?"

The silver hedgehog quickly replied, "Oh! Of course, Blaze!"

Blaze nodded and then looked over at the married couple and asked, "Shining Armor, Princess Cadance?"

Shining quickly answered before his wife could, "Not unless you're taking Twilight with you." Twilight looked up at him in surprise while he shot a glare in Sonic's direction. The blue hedgehog noticed it, but he looked back at Blaze and shrugged.

Blaze sighed and was about to ask someone else, but Silver laid a hand on her shoulder and, when she looked at him, said, "Blaze, I know what you're thinking, but I'm sure the two of us can help Luna, both with the robots and finding Princess Celestia. We've done plenty of dangerous stuff together in the past, right?"

Blaze looked at him for a moment before saying, "I suppose you're right, Silver." She looked back at Sonic and said, "I'll leave the rest to you, Sonic. Just be careful, all of you." He and the others nodded in understanding, though Shining was still looking at Sonic.

Tails reached into his namesakes and pulled out the Warp Ring. He then turned around and threw it forward, the ring expanding to its full size behind the group. As they turned around, Tails walked over to it and placed his hand on its side, causing the image of a green landscape to appear in the ring's shimmering middle. The fox spoke, "It's all set. Next stop: Planet Wisp!" The remainder of the group walked over to the ring and went through it, Sonic going through last. Before following the others, Tails sent a quick salute to Blaze, Luna, and Silver and went through it after it was returned, the ring vanishing afterwards.

Luna looked at her two accomplices and asked, "Well, shall we?" Blaze and Silver nodded and they set out, looking for Celestia and the Bake Me Crazy.

* * *

><p>Tails came through the other side of the Warp Ring, landing on beautiful, unspoiled green grass before holding up his left hand and catching the Warp Ring with it. As he tucked it away, Cadance asked, "This is Planet Wisp?"<p>

Sonic, who was standing nearby, answered, "It sure is. It's beautiful, isn't it?"

Twilight nodded, "Yeah. It's so… untouched."

Applejack smiled, "Fer sure! Those little guys sure have a nice planet ta call home."

Fluttershy looked off to the side and smiled as she noticed a couple of White Wisps floating over to the group. When they were around the group, they started chattering in their alien language. "Aw, they're so cute," Fluttershy sighed.

Rarity looked at Sonic and Tails and asked, "What are they saying?"

Tails replied, "I don't know. I don't have my translator with me."

Fluttershy hugged several Wisps with her forelegs while saying, "They're still adorable. And they're so friendly too."

Tails looked around and asked, "I wonder if Yacker is among them?"

Sonic pointed to a building in the distance and said, "Looks like the tractor beam is working right now. I bet our buddy Yacker is on one of the other planets at the moment."

Twilight looked where he was pointing and asked, "Is that Dr. Eggman's base?"

Sonic replied, "Well, that's part of what he was building when we were here. I never really went inside, so I don't know exactly."

Rainbow grunted, "Well, whatever it is, he definitely knows how to make it stand out. You definitely wouldn't mistake that for a tree."

Espio said, "Let's get moving. We don't want to keep Silver, Luna, and Blaze waiting."

Vector nodded, "Yeah, we'd better get in there and find a computer room!"

Twilight nodded, then turned to Fluttershy and said, "Okay Fluttershy, we're leaving. You should probably set the Wisps down now."

Fluttershy sighed, "Aw…" She released the White Wisps, saying, "Bye, my little friends." The Wisps waved to the group as they set out for the structure in the distance.

As they walked, Fluttershy looked around at the interesting trees and plants, the sight reminding her of the day she went down to the ground for the first time and got her cutie mark. It made her feel happy, though she kept an eye out for any more Wisps. Vector seemed to sense this and placed a hand on her shoulder. When she looked up at him, he said, "Don't worry, Fluttershy. The Wisps live here. I'm sure we'll see and/or rescue plenty of them while we're looking for a computer room." Fluttershy smiled up at him, but they were both distracted by Spike giggling from beside Vector. The crocodile looked down at him and asked, "What?"

Spike looked up at his face and then looked away, muttering, "Uh…" He then thought up a good excuse and said, "I was just thinking how interesting it would be if you and Gummy were to hang out with each other, Vector. You know, like you showing Gummy some of your cool tricks and all that. I bet you two would be a real cool pair of gators."

Vector's eyes widened, "Gat -?" He glared down at Spike, "I'm a crocodile, not an alligator! Don't you know your animals?!"

Spike looked nervous at that and he looked to Fluttershy for help. The shy pegasus spoke after a moment, "Um, I'm sorry, Spike, but Vector is right. He's not an alligator; he's a crocodile."

Spike shrugged, "Same thing though, right?"

Vector yelled down at him, "NO! Now look here, bud, there are some very fine differences between crocodiles and alligators!"

Sonic rolled his eyes, "Oh boy…"

**Soon…**

"…And that's how you tell a crocodile apart from an alligator! You get it now?" Vector asked Spike, the baby dragon quickly nodding so as not to make the crocodile angry again. Vector said, "Good! Anything else you want to know?"

Spike calmed down and replied, "Yes, actually. I almost forgot, but I saw you breathe fire earlier. Are you part dragon or something?"

Vector answered, "No, that's-"

Before he could launch into another explanation, Espio interrupted, "Sorry to interrupt, Vector, but we're here." Spike, Fluttershy, and Vector looked up and saw that they were at the front door of the building they'd seen earlier.

"Wow, it's even bigger up close," Spike noted.

Rainbow shrugged, "I'll bet that's just on the outside. Canterlot Castle is probably bigger, at least on the inside." She lowered her body, saying, "Come on, let's trash this joint!"

Tails spoke, "Hold on, Rainbow Dash." When the rainbow-maned mare glanced up at him, he pointed at the door and said, "That door is probably locked AND reinforced. It'd probably take a Sonic Rainboom to go through it without opening it."

Rainbow stood up, "You think so?" Tails nodded; she looked up at the door and gulped, "Well, if that's what needs to be done…" She spread her wings and said, "I guess I'll get up there and start building up speed."

Before she could start flapping her wings, Sonic spoke, "Or we could save ourselves a possible medical bill for blunt trauma and I could just open the door."

Twilight turned to look at him, asking, "How are you going to do that, Sonic?" When she turned to him, she saw him with his hands on his hips, standing in front of a new Wisp.

Tails smiled when he saw it, "Hey, that's a Yellow Wisp! You think he can help us, Sonic?"

The blue hedgehog looked at him, "Sure!" He then looked over at the nearby rocky ground and said, "This looks like a good area to put his special ability to good use. And knowing Eggman, he probably wouldn't put the switch right next to the front door." He looked back at the others, "I think I'll do a little digging of my own and see if I can find a release for the door."

Rainbow grinned lightly, "Hey, if it means I don't have to end up in the hospital when we're all done, I'm all for it." The others nodded in agreement, though Shining Armor did so slowly.

Sonic nodded, "Okay!" He looked at the Yellow Wisp and said, "Come on, let's go play." The Wisp nodded happily and followed Sonic over to the rocky ground. Sonic then turned to look at the Wisp, who, after a moment, went inside of him. He began to glow yellow and, after a second, he suddenly burrowed into the ground!

"Whoa, what was that?!" Applejack exclaimed.

Tails giggled, "The Yellow Wisp gives you the ability to burrow through ground, provided it's soft enough. Basically, that means no digging through solid metal."

Rainbow smiled, "Heh, I guess rocks are a lot softer than metal, huh?"

Tails nodded and then said, "Let's just wait until he gets back. Depending on what he finds, we might not have to find another way in after all." Spike, Vector, Espio, and the ponies nodded, looking around as they waited.

After a minute, they heard a noise and turned to look at the door. It began sliding up, exposing the inside of the building. Not long afterwards, they looked back over at the rocky ground and saw Sonic come out of the ground, still wrapped in the Yellow Wisp's power. Once he was out of the ground, the Wisp popped out of him and he returned to normal. Tails called, "Good job, you two! You got the door open!"

Sonic called back, "Sweet!" He looked back at the Yellow Wisp and said, "Thanks, little guy! You really helped us out!" The Wisp let out a happy noise as Sonic shook one of his tentacles. He then floated away while Sonic rejoined the others and they all walked inside the building.

As they walked through the structure, the group could see that it was far from finished. There were drills boring into the rocks and other machines either clearing things away or working on the building itself. Overall, it reminded Sonic and Tails of the first time they visited the planet and saw Eggman ruining the environment. They pushed those thoughts aside for now; they came to Planet Wisp to find a map, not put a stop to Eggman's park plans for a second time.

While searching, they came across a capsule containing a Pink Wisp near a wall. The Chaotix, Spike, and the ponies quickly noticed the Wisp's angry expression and the spikes on the top of its head. It looked at them with a pleading look in its eye. "Aw, the poor little dear… We can't just leave him here," Rarity said.

Applejack walked over to the capsule while saying, "We sure can't, Rarity. Hang on; Ah'll let the little fella out." When she was standing next to the capsule, she reared back on her hind legs, intending to knock the glass covering off with her hooves.

Before she could do so, however, a robotic voice spoke up behind the group, "HALT! YOU ARE TRESPASSING IN A HARD HAT AREA! CEASE YOUR EFFORTS AND LEAVE THE CONSTRUCTION AREA AT ONCE." Everyone looked back to see more Egg Pawns behind them, most of them wearing hard hats and carrying picks.

"Ah, there's the welcoming committee," Sonic shrugged. He looked at Applejack and said, "Let him out, Applejack. He should be able to help us out with these guys."

Applejack replied, "You got it, Sugar-hog!" She turned back to the capsule and kicked the glass on top of the capsule with her hooves, freeing the Pink Wisp. It immediately rushed into her and she started glowing pink; a second later, pink spikes burst out of her back along with three pink spikes on each of her hooves! "Wha-what the -?!" she exclaimed as she looked at the spikes on her front hooves.

Sonic nudged her with his arm, "You should be able to put those spikes to good use, Applejack. They're good for climbing up walls… and tearing robots apart."

The orange earth pony looked back at him as he spoke; after he finished, she smirked and crossed the spikes on her front hooves in front of her face, "Is that so?"

The leading Egg Pawn spoke, "THE ORANGE ONE HAS EGGMAN EMPIRE PROPERTY! STOP IT!" At that, Applejack leapt up onto the nearby wall, using her spikes to run across it somewhat awkwardly (due to the positioning of the spikes on her back hooves) before leaping at the Egg Pawns.

As she approached the lead Egg Pawn, Applejack thrust the spikes on her front hooves into where its neck would be, securing herself before pulling her hind legs up and quickly running the spikes on her back hooves down its chest, ripping it wide open. She then leapt off of it and everybody looked at least a little surprised that they could see its insides quite clearly. It fell onto its back a moment later, exploding. After a moment, Applejack grinned, "Yeehaw!" She then looked at the other Egg Pawns, "Any o' y'all bolt brains want some o' this?" The Egg Pawns stood still for a moment before charging towards her.

Cadance called, "Wait, Applejack, don't -!" She was unable to finish before Applejack dashed towards the Egg Pawns, her temporary claws ready.

As she began tearing into them, Twilight smiled, "I think Applejack's got it covered, Cadance."

Rainbow cheered, "Go, Applejack!"

Sonic added, "Kick some Egg Pawn chassis!" As Applejack continued doing just that, the others began throwing out cheers for her (save for Fluttershy, who was frightened by what she was seeing and all the explosions).

After about a minute, all but one Egg Pawn had been reduced to scrap metal, the lone Egg Pawn lying on its front, stuck under a bunch of barrels. As she allowed herself a moment to relax, Applejack's pink spikes disappeared and the Pink Wisp floated out of her chest. Dropping back down to all fours, the orange earth pony sighed, "Aw, Ah used it all up… Oh well, it was fun while it lasted." She looked at the Pink Wisp and tipped her hat to it, "Thank ya kindly, pardner!" The Wisp gave her a kind wave as it floated away.

The others came over soon afterwards, Rainbow saying, "That was cool, Applejack! You totally nailed those Egg Pawns!"

Sonic nodded, "Yeah! Way to go!" He bumped his fist against Applejack's hoof.

Vector spoke, "All right, enough fun and games. We gotta find that computer room!"

Espio looked around and said, "I'm starting to wonder if there even is one here. We've seen a lot of construction, but very few rooms so far, and we've been walking around for a while."

Tails spoke, "But there's gotta be something! There must be something we overlooked…"

Sonic eyed the last Egg Pawn, which was still trapped under the barrels. "Hang on, I've got an idea," he said while walking over to it. Once he was in front of it, he looked down at it, saying, "Hey, tin toy! Tell us where we can find a map of this joint and I'll help you out of there!"

The Egg Pawn hesitated for a moment before pointing at a nearby entryway, everyone looking where it was pointing as it said, "THERE'S ONE ON THE WALL IN THERE."

Sonic looked back at the Egg Pawn, saying, "Good answer." He curled up into a Spin Dash and shot towards the barrels, sending them flying when he hit them and freeing the Egg Pawn. As he uncurled and landed, the Egg Pawn climbed to its feet and ran away, going back the way the group had come from. Sonic turned in its direction and called, "Hey! You might want to…" Before he could say anymore, the Egg Pawn tripped and fell into a hole. "…watch that step there," Sonic finished.

Tails, meanwhile, went into the nearby room and quickly found the building map the Egg Pawn had mentioned. While he was looking it over, the others entered the room and walked over to him. After a minute, he said, "I've got it!" He looked at the others and explained, "There's a completed control room a couple floors up. We should be able to find something there."

Espio asked, "Do you know how to get there?"

Tails nodded, "Uh-huh! It's this way!" He then ran deeper into the room, everyone following close behind him.

**Soon…**

"Um, are we almost there, Tails? N-Not that there's a problem if we aren't, but we've climbed up a few floors already," Fluttershy, in a voice just loud enough to be heard, said.

Tails came to a stop, as did everyone else, and looked up at the ceiling. He put a hand to his chin, "We're just about there, Fluttershy. We should be right under the control room."

Vector asked, "Right under the computer room?"

Espio looked at him, "Vector, if you say that one more time…"

Vector shrugged, "What? I'm just asking a question!"

Rainbow glanced up at the ceiling, "There are too many ramps in this place, and none of them are clearly marked! There's got to be a faster way to get up there!" She looked at Twilight and asked, "Twilight, can you blow a hole in the ceiling so we can fly up there?"

Before the lavender unicorn could respond, Spike said, "Hey there, little guy." Everyone turned to look at him and saw an Orange Wisp floating in front of him. The Wisp said something in its alien language, but the way it spoke made Spike think something was wrong. "What did I say? Did I make him angry?" he asked while looking at the others.

Tails said, "No, he's not mad, Spike. Orange Wisps typically have short fuses, but we've never seen what they look like when they get mad. I think you're okay."

Spike sighed, "Oh, good." He looked back at the Orange Wisp and smiled, "You're pretty cool, you know that?" The Wisp looked happy at that and suddenly rushed into Spike. As an orange glow surrounded him, the baby dragon exclaimed, "Hey, what's it doing?!"

Sonic said, "Just relax and let the Wisp out, Spike! He's gonna take you for a ride, and I just hope your scales are thick enough to protect you!" Not knowing what else to do, Spike did as he was told and relaxed, letting the Wisp's Hyper-go-on energy flow through him. After a moment, the Orange Rocket formed around him and he shot straight up towards the ceiling! The metal stopped him for a moment before he punched through, leaving a big hole above the group.

"Spikey-Wikey?!" Rarity cried.

"Are you okay?!" Twilight yelled.

Spike called back a moment later, sounding a bit dazed, "Yeah, I'm fine. I don't think I hurt or broke anything…" He looked around and noticed a large screen on the other side of the room, across from him. "Hey, it looks like Tails was right! I think this is the control room!" he shouted down before standing up.

Tails called back, "Okay, just stay in there! We'll be right up!" Over the course of the next minute or two, Tails and Rainbow carried Rarity, Sonic, Applejack, and Espio up to the hole and Twilight used her magic to lift Shining Armor and Vector up. Cadance then carried her sister-in-law up while Fluttershy flew up after them.

Once they were all up in the room, they saw that Spike had crossed over to the other side of the room and had climbed up onto the control panel. He was tapping the computer keys as Espio ran over to him. "Are you in?" the chameleon asked when he was standing next to the panel.

Spike replied as he looked up at the screen, "Uh… I don't know. It keeps saying something about a password. And I don't know how this thing works."

Espio grunted as the others came over, "Of course Eggman would try to lock out the system to everyone else. It's just like him."

Once the others were standing behind them, Tails said, "Maybe the password is 'EGGMAN'."

Sonic asked, "Hasn't he used that one before?"

Espio said, "Well, I'll try it." He began typing the letters in on the keyboard while Spike moved to the side and watched him. Espio hit 'Enter' when he was done, but the screen flashed an angry red 'ACCESS DENIED'. "I guess he's not using that one anymore," Espio growled.

Tails walked up beside him, "Well, it shouldn't be too hard to crack his system. Let's work on it."

Twilight asked, "Is there anything we can do to help?"

Espio replied, "Aside from keeping quiet and staying back while we work, unlike a certain crocodile? Not much, I'm afraid." Vector just smirked at that.

Tails said, "We can always take suggestions. Beyond that, I don't know much help you'll be able to offer."

Sonic spoke, "Well, I know you guys will be able to get in." He then pointed his right thumb in the direction of the doorway they would have come through had they gone around the long way, "While you're doing that, I'll go stand guard out there to make sure nobody tries to crash our party." Tails and Espio nodded.

Rainbow asked, "Hey, can I come with?"

Shining Armor spoke up, "Actually, Rainbow Dash, if you don't mind, I'll go help Sonic stand guard. Guarding is my job, after all."

Rainbow replied, "Oh yeah. Well, I'm gonna go look around then. After all that searching and running, I don't want to just stand still right now! I'll be back soon!" Before anyone could say anything, she flew over to the hole in the floor and disappeared through it. The rest of the group looked at each other before Sonic shrugged and ran towards the doorway, going through it and turning to look in the direction of the hallway. Shining shared a look with Twilight before turning and walking towards the doorway, leaving the rest of the group to try to break into Eggman's system.

Shining Armor stepped out through the doorway and found Sonic standing to his left, a bit down the hallway that looked very similar to all the others in this strange building, away from the doorway. He trotted over to the hedgehog and stood on his right side, glancing down at him with a stony look on his face. Sonic looked up at him with a relaxed look on his face and asked, "So, you're Captain of the Royal Guard, huh?"

Shining shortly replied, "Yes, I am. How did you know?"

Sonic returned his gaze to the hall as he answered, "Twilight told us about you and Cadance."

Shining said, "It's PRINCESS Cadance. If you're going to be talking about royalty, you should have the formality to refer to them by title."

Sonic shrugged, "In my experience, princesses don't like being referred to as such. I can see why Twilight refers to Celestia by her title, but it doesn't sound like she referred to Cadance as princess all the time."

Shining replied, "Twilight was, and still is, very close to Cadance. I don't see what you've done that excludes you from addressing royalty as such."

Sonic asked, "So should I be referring to you as PRINCE Shining Armor, then?" Shining glared at him at that. Sonic waved a hand, "Relax, man. Seriously, Blaze hates it when her guards or anyone else refers to her as a princess. I'm sure Celestia has days where she wishes Twilight and other ponies would call her by name without using her title."

Shining spoke, "As long as you bring her up, what do you think of Twilight? You two seem awfully close for two… a hedgehog and a unicorn who just met."

Sonic turned his head to look up at Shining Armor, now noticing the stallion had turned his and was looking down at him with an unreadable expression. It confused him, but he answered anyway, "She's a cool girl. She kind of reminds me of Tails when I first met him, yet she's still got a couple things unique to her besides her magic." He looked away and placed a hand on his chin, "I've got to admit, she kind of surprised me when she said something to Shadow earlier."

Shining gritted his teeth, once again remembering what the black hedgehog said to him. While trying to keep his voice steady, he spoke, "About that… Are you related to him?"

Sonic replied, "Only in appearance. As far as I know, there are no aliens in my family tree."

Shining looked confused by that last part, but he pressed on, "So you have no siblings then."

Sonic replied, "I like to think of Tails as my little bro. He was just a little guy when we first met, and I taught him and looked out for him."

Shining said, "Then maybe you'll understand what I'm about to say to you."

Sonic started to turn his head, "Understand? Understand what?" As he finished turning his head to look at the stallion, he saw that Shining Armor had turned his body so he was facing the hedgehog, which caused him to raise an eyebrow in confusion.

Shining lowered his head, pressing his face up against Sonic's and saying, "You stay away from my sister."

Sonic's eyebrow raised higher, "What?"

Shining said, "I have a problem with you."

Sonic replied, "So does Shadow, but he doesn't tell me all the time."

Shining leaned his head back a bit, though it was still close to Sonic's, and asked, "You're not getting it, are you?"

Sonic pointed at his face with his right hand, "Do I look like I'm getting it? I mean, really? You get up in my face without warning and expect me to know what you're talking about?"

Shining said, "We are currently on what you and your friends are saying is an alien planet, which is part of this Dr. Eggman's theme park, somepony who happens to be set on some form of conquest from the sound of things, and you're making light of the situation."

Sonic replied, "Well, first of all, Tails and I already trashed Egghead's theme park. That was our most recent adventure, in fact. We're probably just back at a point in time before the park was destroyed and all the planets were returned to where they belong. And second, what does that have to do with anything?"

Shining answered, "You're not what I would call serious. Somepony is trying to take over your world, and what do you do? Treat it like it's something to worry about? No, you crack jokes and act like it's nothing new. That doesn't seem very responsible, and Twilight certainly shouldn't be hanging around somepony like that."

Sonic shrugged, "Well, it IS nothing new. Besides, isn't who Twilight hangs around her choice? She wasn't a little filly last time I checked. She seems like someone who's capable of making sound decisions without anyone to hold her hoof. She might need someone she can count on to talk to about her problems, but who doesn't every now and then?"

Shining asked, "Problems? What problems? Did you do something to her?!"

Sonic waved his hands in front of him, "No! What's the deal, man? Where's all this coming from? I get that you love your sister and all, but still!"

Shining said, "I'll tell you. You're too laid-back, you can RUN at speeds that, typically, only pegasi can reach, you're from a completely different universe, and you've been exposed to this… Hyper-go-on energy a lot, something we Equestrians know nothing about. You really think I can trust you to be around my sister? How do I know you won't do something to her?!"

Sonic retorted, "Then who would YOU recommend? Who would you want around your sister who can guarantee that nothing will happen to her?"

Shining took a step back at that, his unjustified anger being lifted for the moment. "I… uh, I…" he stuttered.

Sonic spoke, "See? You can't recommend anyone, Shining Armor. I don't know what you've been through, but if you're relying on past assumptions, those won't help you here. I'll admit, I didn't expect Twilight to warm up to me so quickly, but all things considered, it looks like she's found that she can trust me. I'm not going to claim I know her better than you, Celestia, or her friends do, but it seems like I know her well enough that she's willing to put her faith in me."

Shining asked, "But fighting robots? Saving aliens? All this running around? Do you really think Twilight can put up with all of this?" The stallion's angry tone of voice was long gone as he spoke, and his arguments were beginning to fall apart as his silent rage dissipated.

Sonic said, "It looked like Celestia and Luna were filling you and Cadance in on recent events earlier at Sugarcube Corner. Did they tell you everything?" A moment of silence passed before Sonic continued, "Well, let me fill in the gaps regarding your sister. Ever since she was returned to normal, she's seen a lot of stuff. She's braved an industrial wasteland while avoiding killer robots placed in the craziest of spots, went through a winter wonderland, actually fought Nightmare Moon alongside me and Applejack, put her smarts to good use with some ancient mysteries, ran from the law, went through a jungle, fought Chrysalis and her changelings along with everyone else, made a volcanic venture, and got a taste of the Far East and was forced to fight someone who was under the influence of mind control. All of this happened before you showed up back at the Crystal Empire."

Shining Armor just stared at Sonic in shock as he heard all this, all of it sounding hard to believe yet finding that it didn't sound too farfetched.

"But you notice that, aside from the usual wear and tear you get from an adventure like this, she's pulled through nicely and has been helping out any way she can. So for you, her own brother, to stand here and tell me that you don't think she can take care of herself and you can't trust the ones she's with to help her when she's in over her head… well, that doesn't look good for you, dude," Sonic finished.

Shining stammered, "I… I…" His mind couldn't find any words, not that his mouth would be able to say them if he could. Sonic just looked at him, wondering what was going through the stallion's head at the moment.

They were both brought out of their thoughts when they heard Rainbow Dash call, "Heads up, guys!" The both turned to look down the hall and saw the cyan pegasus flying towards them, moving up towards the ceiling as she flew. Looking down, they saw Egg Pawns running their way, evidently trying to catch their rainbow-maned friend. Sonic steadied himself, knowing their priorities would probably shift when they saw him.

Suddenly, Rainbow called, "Check this out!" Sonic and Shining looked up at her again and saw a blue glow surrounding her. A second later, a cube formed around her body and she fell straight towards the ground! Looking down, Sonic noticed the Egg Pawns were closer now. Just as they were about to reach him and Shining Armor (who was still looking at the Blue Cube), Rainbow hit the ground and raised a cloud of dust upon landing.

As soon as she landed, the Egg Pawns were lifted up off their feet and exploded while in midair. Rainbow turned back to normal shortly afterwards and, as a Blue Wisp came out of her chest, she faced Sonic and Shining and asked, "Pretty cool, huh?"

Sonic smiled, "I see you found out about what the Blue Wisp can do while you were out."

Rainbow grinned, "Well, initially I didn't know what to think of the little guy, but he seemed like he knew a lot. And turning into a cube turned out to be cooler than I thought!" She looked at the Blue Wisp and nudged him with a wing, the Wisp nodding back before floating away. Rainbow then looked at Sonic and Shining and asked, "So did Tails and Espio manage to get into Eggman's system?"

Sonic said, "You know, we don't know. Shiny and I have been having… an engaging conversation, you could say." Shining's hard look at Sonic's use of the nickname that Twilight and Cadance called him by disappeared when the hedgehog hinted at the words that had been exchanged between the two. While his thoughts turned back to their talk, Sonic went on, "We'd better see how they're doing. Come on!" Sonic turned and headed for the doorway to the control room, Rainbow hot on his heels. Shining remained where he was for a moment before turning and following after them.

When he got back to the control room, Shining found his sister and the others huddled around the computer console, the screen displaying something different than before. Watching out for the hole in the floor, he followed Rainbow and Sonic over to the group. When they were standing behind the others, Sonic asked, "How's it going, guys?"

Most of the others looked back at him, Espio saying, "Well, we've managed to get inside Eggman's system. It took a little bit of searching, but Tails found what we're looking for."

Rainbow looked at the fox and asked, "You found a map of Sweet Mountain, Tails?"

While looking between his radar and the computer console it was resting on, Tails replied, "Uh, sort of. Eggman decided to put the maps of all the planets in one big file. I can't extract the one we need, so right now, I'm downloading the whole thing."

Rainbow raised an eyebrow, "Downloading?"

Sonic looked at her and said, "Basically he's transferring the maps to his radar so he'll be able to refer to them when needed. That saves us from having to memorize them now and hope that we don't forget them later." Rainbow nodded in understanding; Sonic looked back at Tails and asked, "Are you sure you can't get the one map we need, Tails?"

The fox nodded, "Positive. Eggman probably did it on purpose in case anyone got in. But I'm at 50% on the download; it shouldn't take much longer."

Sonic glanced back at the hole in the floor, faintly hearing sounds coming through it. "I hope so; it sounds like we might have stirred a hornet's nest," he said.

Rainbow looked at the others and asked, "Was it hard cracking Eggman's password?"

Applejack replied, "Nah. It turned out the password is 'PASSWORD'. Ain't that just lousy thinkin' or what?"

Spike shrugged, "He must've been going for 'so obvious it's overlooked'."

Rainbow rolled her eyes, "Yeah, I can imagine."

Sonic asked, "What about the Bake Me Crazy?"

Vector said, "Tails found it on one of the security cameras after he started the download. Got the coordinates and everything. We can warp straight there once he's done!"

A minute later, Shining glanced back at the doorway, definitely hearing sounds coming from the other side of it. "How's that 'download' coming, Tails? We need to get going!" he urged.

Tails answered, "90% right now! I'm not sure I want to cut it off there; if I lose the connection, I might lose the whole file!"

Sonic looked back at the door and saw Egg Pawns beginning to come through it. "At least get the Warp Ring going, Tails. Pretty soon, your connection's going to be cut one way or the other!" he said. Tails reached back with his left hand and fished out the Warp Ring, tossing it to the side and causing it to grow to full size.

Twilight, Fluttershy, and Rarity looked back at the Egg Pawns a moment later, noticing the robots were moving around the hole towards them. "Tails!" they all urged.

Tails moved his hands forward and shut his radar with his left hand while grabbing it with his right hand, saying, "It's finished! Let's go!" Still holding the handheld in his right hand, he made a dash towards the Warp Ring, leaping through it with everyone right behind him. The Egg Pawns reached where the ring had been as it shrunk and vanished from sight.

* * *

><p>"Luna, it was not necessary for you to damage the ride just to stop it. I would have been fine, though I would have been better if there had been some cake involved," Celestia complained as she, Luna, Blaze, and Silver stood near the entrance to the Bake Me Crazy.<p>

"Sister, if you had paid attention to the entire announcement, then you would have known that that ride simulates what it's like to be baked like a cake. There was never any mention of there actually being cake," Luna stated.

Celestia shook her head, "I don't see why they wouldn't offer some kind of cake. It seems as though they have plenty of it here; it could help attract customers."

As the two princesses continued talking, Silver turned to Blaze and asked, "Do you think this is a normal thing for them?"

Blaze looked back at him and said, "Luna seems to be used to it, but that doesn't necessarily imply anything. Then again, they are sisters; I'm sure they're familiar with their own quirks." She turned her head to look in the other direction, saying, "Now, where are Sonic and the others? They should…" She stopped short when the Warp Ring suddenly appeared a short distance away, its appearance enough to startle Luna and Celestia out of their talk. "Ah," Blaze murmured as Tails leapt out of the ring, followed by everyone else.

Silver and the princesses walked over to them after Tails had put the ring away, Twilight instantly noticing her mentor. "Princess Celestia!" she said, the Sun Princess smiling at her.

Sonic looked at Luna and noticed the smoke rising out of the huge, oven-looking ride behind her. He grinned, "Heh, looks like that ride has been baked bad, huh Luna?"

Luna allowed herself a giggle before replying, "Indeed, Sonic. Thankfully, Blaze and Silver were able to locate it just as it was starting up. I have a feeling I would have missed it otherwise."

Silver nodded at her, "Happy to help, Luna!"

Blaze looked at the others and asked, "So did you manage to find a map?"

Tails opened up his radar and, while looking down at it, said, "Yeah, but there wasn't a separate map, so I had to download a file containing maps of each planet in the park. I just need a second to find the one we need and then we can find out where the Chocolate Milk Sea is." As he was working, a sudden flash of orange and yellow flew over everyone's heads at high speed, a tailwind blowing past all of them. Tails looked up and asked, "Hey, what was that?!"

Celestia said, "That looked like a pegasus pony."

Rainbow eyed the trail left by the mystery pony. "Orange followed by yellow and back to orange…" she muttered. She soon knew which of her heroes left a trail like that and cupped her hooves around her mouth, yelling, "SPITFIRE, MA'AM!"

There was a moment of silence, then the pegasus came flying back, this time slowing down as it approached the group. As Dash had thought, it was Spitfire, Twilight, Fluttershy, Rarity, Applejack, and Celestia recognizing the mare in her Wonderbolts flight suit. The gold pegasus placed her hooves on her hips as she looked at the pony who called her. "Well, what do we have here? If it isn't Rainbow Dash!" she grinned as she lowered herself to the ground.

While the two pegasi started talking, Sonic looked at Twilight with a raised eyebrow, projecting the question that was on his mind and his friends' minds. Twilight picked up on it and said, "That's Spitfire, the captain of the Wonderbolts. They're the ones Rainbow Dash dreams of being a part of." Sonic, Silver, Tails, Blaze, Vector, and Espio nodded in understanding.

Looking back at the two, Sonic heard Rainbow Dash ask, "So Spitfire, what are you doing here? If you don't mind me asking, that is."

The gold pegasus replied, "In this… candy land? Hay if I know, but right now, I'm looking for Soarin."

Luna asked, "What happened to him?"

Spitfire answered, "We kind of got separated, Princess Luna. He got a little nutty when he noticed all the candies and cakes and all that, but I tried to keep him under control. Unfortunately, I turned my back on him for a second, and when I turned back around, he was gone."

Vector asked, "I suppose you don't have any idea where he could be?"

Spitfire looked up at him for a moment in mild surprise before saying, "Knowing Soarin, he went off looking for pies." She shook her head, "He loves his pies…"

While looking down at his radar, Tails spoke, "Hang on, Miss Spitfire. I may be able to help you find him."

The gold pegasus raised an eyebrow, "How?"

Tails replied, "Well, I have a map here of Sweet Mountain. That's what this place is called. If there's a place where pies can be found, I'm sure it's somewhere on the map." After a few seconds of searching on the bottom screen of his radar, he said, "Hey, I found something!"

Spitfire asked, "Already? That's an academy record… well, it should be, anyway. What have you got?"

Tails answered, "There's a place here called Pie Hills. The map description describes it as having all the known pie flavors, and considering everything else here, I wouldn't be surprised if the pies there are huge."

Spitfire placed her right hoof over her eyes as she groaned, "Oh boy… If Soarin rips his flight suit from eating too many pies, he's paying for a new one…"

Tails continued, "Hey, and it's right on the way to the Chocolate Milk Sea!"

Spitfire took her hoof off of her eyes, raising an eyebrow, "Say what?"

Sonic looked at her and said, "We lost one of our buddies too. She mentioned going to the Chocolate Milk Sea. We're hoping she's still there."

Spitfire simply replied, "Oh. Well, which way is this Pie Hills? I need to find Soarin before his stomach is bigger than his head."

Sonic noticed Rainbow looking a bit disappointed that Spitfire was leaving. He looked at the gold pegasus and said, "Actually, since we're going the same way, why don't we go with you? If Soarin loves pies as much as you say he does, it wouldn't hurt to have a little help getting him under control."

Spitfire held a hoof to her chin, "Hm… It can be a little hard to separate him from a good pie…" She looked up at him and said, "All right, you got yourself a deal. Where to?" Rainbow grinned at Sonic, the blue hedgehog winking back at her.

Tails, meanwhile, was checking his radar and making the necessary adjustments in his head. He soon pointed, "That way! The Pie Hills and the Chocolate Milk Sea are in that direction!"

Spitfire said, "All right! Let's go, then!" She spread her wings and took off, Rainbow Dash following behind her. Once Spike was on Twilight's back, everyone else ran after them.

**Soon…**

"Oh man, look at all these pies. I figured they were big, but still…" Tails sighed, running his right hand along a huge pie tin as he walked.

"Hoo-wee, you said it right, Tails! And here Ah thought we made a lot o' pies back home," Applejack said as she looked at a nearby stack of pies.

The corners of Luna's mouth moistened with drool as she looked at a large blueberry pie off to the side. "That does look delicious…" she murmured. She shook her head and chided herself, "No! Now is not the time for indulgence!"

Spitfire spoke, "Keep an eye out for Soarin. All these pies in one place… he's got to be here!"

A voice up ahead called, "Hey, look what I found!"

Spitfire asked, "Found something already? That was- Wait, who said that?"

Tails glanced off to the side, "That sounded like Wave!" Sonic immediately took off at that, running ahead and coming to a stop next to a stack of pies, the swallow's voice sounding like it was close by.

Placing his right hand on the stack and peering around it, the hedgehog spotted Jet and Wave standing atop a small hill, Wave walking up towards Jet with an Extreme Gear in her hands. Once she was at the top, Jet asked, "That's it? That's all you managed to -" He stopped short when he noticed something on one end of the board and pointed at it, "What is that?"

Wave nearly growled, "That lunk-head left his Extreme Gear in a key lime pie! Ooh, when I get my hands on him…!"

Sonic turned his head around to see the others coming towards him. Before anyone could say anything, he raised his left finger to his lips and pointed in Jet and Wave's direction with it. He then turned his head back while the others tried to get as close as possible, all of them trying to listen. Jet spoke, "Well, at least we know Storm's nearby somewhere! He wouldn't get far without his Extreme Gear! Come on, let's keep looking!"

While trying to wipe the key lime off of Storm's board, Wave muttered, "Yeah, sure." She walked over to Jet, still trying to clean off the Extreme Gear she tuned while he pulled both of their boards out of a considerably less messy pie and set them down, both of them floating just above the ground.

"What are they doing here?" Blaze whispered.

"Sounds like Soarin's not the only one who enjoys a good pie," Sonic whispered back.

"Who are you guys talking about?" Spitfire asked in confusion.

"The Babylon Rogues. They're a racing team," Tails answered.

"Yeah, and they're not exactly nice either," Rainbow grunted.

"Really? Well, maybe I should go say something to them," Spitfire said, spreading her wings.

Cadance spoke, "Excuse me for saying so, Miss Spitfire, but I don't think you should do that." Spitfire looked at her, debating whether or not to listen to the Princess of Love.

Silver suddenly spoke, "Hey, it looks like they're leaving!" Everyone looked to see that Jet and Wave were on their Extreme Gear, both of them flying away a second later.

"That's it, they're toast!" Spitfire said, leaping off the ground with her wings still spread, flapping them and flying after the two birds.

"Hey, I'm coming too!" Rainbow called, flying after the captain despite her friends' protests. Left with no other choice, everyone quickly ran after the cyan pegasus across the pie-filled zone.

After running after them for a few minutes, the group heard the sounds of arguing nearby and came to a stop. After a quick decision, the group decided to check it out and ran off the path they had been on, heading for the top of a hill. When they reached it and looked down below, Twilight gasped, "Pinkie Pie!"

Down below them, the party pony was fighting with Soarin and Storm the Albatross over a pie, the three of them having a hand/hoof/mouth on the pie tin and trying to get it away from the other two. "Let go of it! It's mine!" Pinkie yelled.

"No, it's mine, little pony!" Storm scoffed.

"It's mine! I saw it first!" Soarin exclaimed as best he could, his mouth closed around the edge of the pie.

As they continued arguing, Silver looked at Blaze and asked, "Should we go down there?"

Blaze crossed her arms, "I'm not so sure we should get involved with this… food fight."

Vector thumped his right fist against the palm of his left hand while saying, "No need for all of us to get involved! I think I can settle this nice and…"

Before he could finish, they heard Spitfire scream, "Soarin!"

The pale blue pegasus in question froze when he heard his name being called. His eyes moved upward, where he saw his captain flapping her wings to remain where she was above him. He took his mouth off the pie; she wasn't right above him, but the look she was giving him made it feel like she was. "S-Spitfire!" he uttered.

"Ha ha, you're gonna get yelled at! And the pie is mine!" Storm gloated, thinking taking the pie from Pinkie would be easy now that Soarin had let go. Unfortunately for him, even though the pink pony only had one hoof on it, she wasn't letting go. Soarin stood stock still, still looking up at Spitfire while Storm and Pinkie fought over the pie.

That fight was soon halted when Jet, Wave, and Rainbow flew up alongside Spitfire and Jet yelled, "Storm! What do you think you're doing?!"

The albatross' teeth clenched and he let go of the pie. He turned and looked up at his fellow Babylonians, both of them with their arms crossed as they glared down at him. "B-B-Boss! W-Wave!" he stuttered.

A second later, Pinkie cheered, "Whoo-hoo! Pinkie's got the pie!" She then turned and bounced away with the pie sitting atop her cotton candy mane.

Almost immediately, Soarin and Storm looked at Pinkie and forgot about the possible punishments they expected to receive and started chasing after her. "Hey, come back here!" Storm yelled.

"Give me back my pie!" Soarin exclaimed. Spitfire, Jet, and Wave tried to get Soarin and Storm to return to attention, but now they were too focused on chasing the bouncing pony to pay attention.

Up on the hill, Spike sarcastically said, "Great. That didn't help at all."

Cadance held a hoof to her chin, "Perhaps if I use my spell on them, they'll calm down."

Luna suggested, "Or perhaps the Royal Canterlot Voice…"

Celestia said, "Those are both good ideas… but I think we need something that will really grab their attentions."

Sonic looked off to the side and noticed a Violet Wisp chasing a Red Wisp and a Green Wisp around, the Violet Wisp barking like a dog the entire time. He held a hand to his chin, "Hm… That gives me an idea."

Celestia looked at him, "An idea?"

Luna asked, "What do you propose, Sonic?" Sonic gestured with his hands for them to come closer and they did so, leaning down so their heads were close to his. He then started whispering in their ears and gesturing at the Wisps that were still floating around, leaving the others confused as to what he had in mind. When he was done, the three of them leaned back and Luna smiled, "Oh my, that does sound like fun!"

Celestia nodded, "Indeed. And you're sure this will work?"

Sonic replied, "As long as you two work closely together. I'm sure you two can handle it, right?" Celestia and Luna looked at each other for a moment before looking back at him and nodding with a smile.

**A minute later…**

"Stop bouncing around like that!" Storm yelled, now very frustrated. No matter what he did, Pinkie Pie always managed to bounce out of his reach, especially now when he was getting winded. Rainbow Dash stood beside the others, having joined them to watch this scene play out.

"Mm… Nope!" Pinkie chimed, still bouncing around in a circle with the pie still perfectly balanced on her mane.

Soarin panted, "How can she keep this up for so long? Ugh, what I wouldn't give for a bit of relief right now…" As if in response, a wind started blowing past the Wonderbolt. "Ah… That's not much, but it sure feels nice," he sighed.

After a few seconds, the wind began to pick up, unnaturally so. It even caused Pinkie Pie to stop and look around, Soarin and Storm doing the same. Suddenly a booming, familiar-sounding voice spoke, "**YOU LITTLE FOALS! YOU DISPLEASE ME WITH YOUR QUARRELING AND REFUSAL TO SHARE WITH ONE ANOTHER!**" As everyone looked around, a familiar black mare flew up from behind a stack of pies and grinned down at Pinkie, Storm, and Soarin, "**I HAD THOUGHT ABOUT SIMPLY EATING THESE PIES, BUT INSTEAD, PERHAPS I WILL SIMPLY EAT YOU!**"

Pinkie screamed, "AAAAAAHHHHHHH! NIGHTMARE MOON!" Soarin and Storm screamed as well, Soarin because he remembered being told the tale of Nightmare Moon when he was a colt and Storm because the Mare in the Moon's sudden appearance and statement terrified him. The others, though not all of them, looked on in shock at what they were seeing.

Jet angrily shook a fist at Nightmare Moon, "Try to eat my teammate, will you?! I'm gonna…!" He stopped short when he noticed something violet forming in front of the mare's hooves. "What's she doing?" he asked.

Suddenly, a void formed in front of Nightmare Moon, a scary face outlined in yellow on its surface and cobalt blue around the outside of it. "That looks like the lightless black! Jet, move it!" Wave exclaimed. The two of them quickly turned and flew behind part of the ground that was sticking straight up and peered around it. Wave called, "Storm, get over here!"

The albatross turned and started to run towards his fellow rogues, Soarin and Pinkie deciding to do the same, the forgotten pie flying towards Nightmare Moon and disappearing into the void. "Hey, we'd better take cover too!" Tails exclaimed, everybody jumping down from the hill and running for cover behind stable parts of the ground that were sticking up, Spitfire joining them.

Pinkie, Storm, and Soarin were just about to reach the others when, suddenly, the pull from the black hole became stronger and it started to pull them backwards! Panicking, they all tried to dig themselves into the ground, Soarin and Pinkie planting their hooves into it and Storm punching handles to grab onto into it. But they could still feel the pull from Nightmare Moon's black hole behind them, and they didn't know how long they could hold on. "Soarin, you're a Wonderbolt for crying out loud! Put those wings to work!" Spitfire yelled.

The pale blue pegasus spread his wings and started flapping them, trying to push himself away from Nightmare Moon's pull. But he barely started moving forward before a cobalt blue aura wrapped around him, Pinkie, and Storm and started pulling them backwards! "I can't move…!" Soarin whimpered.

Suddenly, a bright yellow aura wrapped around him, Storm, and Pinkie, seemingly negating the cobalt blue aura. Princess Celestia's voice spoke, "Fear not, my little ponies. I will protect you." Pinkie, Storm, and Soarin looked up and the others looked back to see a bright green flash, forcing them all to avert their eyes.

When they could all see again, a large, green comet-like shape was flying over all their heads, coming to a stop just in front and above the three figures huddled on the ground. They couldn't see who was under the green, but the two 'tails' behind the comet and the way they moved left little doubt as to who it was. "Luna, I command you to stop this at once!" Celestia's voice spoke from within the green comet with as much royal authority as the Sun Princess could muster.

"**YOU DARE TO OPPOSE ME, SISTER?! I WILL NOT ALLOW IT!**" Nightmare Moon yelled, moving towards the green comet and stopping just in front of it, behind the three figures huddled on the ground. The two princesses began pushing against each other with their Wisp power, the air around them shaking as they both tried to overpower the other. The pull from the black hole began to get stronger, Pinkie, Storm, and Soarin starting to lose their grip even with Celestia's magic holding them.

It was at this moment that three fillies came trotting out into the open, still looking for the others. As she walked around the side of a blueberry pie, Sweetie Belle spotted everyone taking cover. "Hey, there they are!" she called back to her friends.

Scootaloo and Apple Bloom came rushing over to her when she said that, but then all of them started to feel the pull of the void, the wind whipping around them. The three fillies covered their faces, Scootaloo yelling above the wind, "What's going on here?!"

Sweetie Belle shouted, "Some kind of… wind! It's like a tornado!"

Apple Bloom looked down as it suddenly felt like she was moving. She was, and Sweetie Belle and Scootaloo were moving too! It really was like a tornado! She looked at the nearby pie and jumped up, locking her hooves onto the edge of the tin and yelling as loud as she could, "Grab on!" Scootaloo and Sweetie Belle heard her and leapt up, Scootaloo wrapping her forelegs around Apple Bloom's hind legs and Sweetie Belle doing the same with Scootaloo.

Apple Bloom had yelled a little too loudly, it seemed, since Applejack raised an eyebrow and looked back over her shoulder, her eyes widening when she saw the three fillies hanging on for dear life. "Apple Bloom!" she exclaimed.

Rarity turned to look when she heard that and she reacted much the same way as Applejack, especially since it looked like the Cutie Mark Crusaders wouldn't be able to hold on for very long. "Sweetie Belle! Oh, this plan is going so horribly wrong!" she moaned.

Rainbow had also spotted the fillies and was beginning to worry that Apple Bloom was losing her grip due to the wind picking up. Shooting a glance in the direction of Celestia and Luna, she looked back at the fillies and said, "Not gonna happen!" She spread her wings and, after fluttering them a few times, she shot straight towards the Cutie Mark Crusaders. Just as she was about to reach them, Apple Bloom lost her grip; not even a second later, the three fillies disappeared as Rainbow grabbed them and shot back towards her spot before her speed gave out, landing next to Spitfire with Apple Bloom, Sweetie Belle, and Scootaloo in her forelegs.

"Thanks, Rainbow Dash," Scootaloo whispered.

"No problem, Scootaloo. Don't worry; Sonic said this shouldn't last much longer," the pegasus replied. As if to prove her point, a second later, there was a dark violet flash followed by a bright green flash, both of them causing everyone to look away even though they were behind cover. When they looked again, they could see Celestia and Luna, back in her normal form, flapping their wings as they hovered in the air, Luna holding a pie up in between them with her magic.

The Babylon Rogues, the Cutie Mark Crusaders, Spitfire, and Soarin looked up in confusion as the two sisters began laughing mirthfully, both acting like… well, sisters. It wasn't long before Pinkie joined in on the laughter and rolled over onto her back, seemingly getting something that some of the others didn't. "Oh, wow! That was great, Princess Celestia and Princess Luna! You really had me going there!" the pink pony exclaimed.

The two alicorns fluttered down, both of them still chortling. They landed on the ground a second later, standing between Pinkie and Soarin. "Thank you, Pinkie Pie. That was rather refreshing, wasn't it?" Celestia spoke.

Luna turned to Soarin and levitated the pie over to him, holding it just above his head. "I believe you said you saw this first," she said as she cut off her magic, the pie landing between Soarin's ears as he looked up at her.

Back behind cover, Scootaloo raised an eyebrow, "Wait… what's really going on here?"

Rainbow chuckled as she set the three fillies down, "Sorry about that, kid. Pinkie and Soarin were fighting with that albatross guy over a pie and all three princesses were trying to come up with a way to get them to stop." Spitfire looked over at her in surprise at that.

As the others started coming out from behind their cover, Sweetie Belle asked, "And they didn't think to just say something loud enough to get their attention?"

Blaze walked over and explained to the fillies, "Celestia wanted to do something that would really get their attention and get them to stop. I believe she thought that speaking loudly wasn't… interesting enough."

Applejack angrily walked over to the Cutie Mark Crusaders, Rarity right behind her, and said, "Well, Ah'm gonna be speakin' loudly right now! Just what do you three think you're doin' here?!"

Rarity stepped up beside her and added, "And after we told you not to come here and Princess Celestia agreed with us!"

The three fillies huddled together nervously, especially Sweetie Belle and Apple Bloom. "Uh-oh…" Apple Bloom whispered.

While Applejack and Rarity started arguing with Rainbow Dash about giving the fillies a talking to and Blaze and Silver tried to calm them all down, Spitfire flew over to Soarin. The pale blue pegasus looked up at her, grinning nervously as he lay on his stomach on the ground. "Uh… hi, Spitfire?" he smiled.

Spitfire continued to look down at him angrily as she landed in front of him and said, "Don't give me that innocent look, Soarin! I told you we needed to stick together until we figured out where we were, but you deliberately took off on me! And for what, free pies? If you'd just restrained yourself a little longer, we both could've looked for them and not gotten separated!"

Any more words the team captain had to say were stopped when a loud shout filled the air. It was so loud that even Rainbow Dash, Rarity, and Applejack stopped arguing. Everyone looked and saw Jet stomping over to Storm with his Extreme Gear under his right arm, Wave following behind him while carrying both her and Storm's Extreme Gear under her left arm. When he was standing in front of his teammate, Jet angrily yelled, "Storm, you idiot! This is what you disappeared for?! To get a pie?! If you were looking for treasure, maybe I could forgive it, but this?!"

The gray albatross shot up into a sitting position and held his hands up, sputtering, "B-Boss, I… I didn't mean to… I mean…"

Wave put her right hand on Jet's shoulder, saying, "Jet, just calm down."

The hawk nearly burst a vein as he turned to her and screamed, "No! He disappears, makes me miss a chance to settle the score with Sonic, and we end up being played for fools by two 'princesses' just so he can get a pie?! And that's not counting all the time we wasted just looking for him!"

Wave asked, "Aren't you overreacting?"

Jet answered, "Overreacting?! Storm wasn't listening to me earlier and those two decided to have fun with their lame prank! Nobody gets to make light of me like that, NOBODY!" He turned to look at Sonic and pointed at him, "I won't stand for this disgrace! Just for that, we are going to race right now, Sonic the Hedgehog!"

Before Sonic could say anything or Celestia could try to rectify the situation, Pinkie popped up right next to Jet, wrapping a hoof around his shoulders and saying, "Aw, don't be such a mean meanie pants, Jet-ski! Princess Celestia and Princess Luna were just having fun! It's fun to be scared sometimes! Don't you know that?" Before Jet could reply, Pinkie let him go, moving so swiftly that the hawk dropped his Extreme Gear and spun in a circle a few times, and dropped to all fours, grinning, "And there's one thing that's even better than that!" She took off running again, leaving a cloud of dust behind as she yelled, "CHOCOLATE MILK!"

As Jet stopped spinning, Twilight called, "Pinkie!"

Sonic turned away from the direction Pinkie had run off in, looking at Jet as the green hawk shook his head and placed his left hand on his forehead. "Looks like you'll have to find another outlet for your anger. See ya, Jet!" With that, he turned and ran after Pinkie Pie, Tails soon following him while spinning his tails.

"H-Hey, wait!" Jet yelled while holding out his right hand in Sonic's direction.

"Oh dear…" Blaze sighed as she and Silver started after the duo.

Applejack spoke, "C'mon, y'all! We'd better go too!" Twilight, Fluttershy, Rainbow, Rarity, and Spike all nodded. As Twilight lifted Spike onto her back, Applejack turned to Apple Bloom and her friends and said, in a no-nonsense tone, "And now that we know y'all are here, you're comin' too!" The Cutie Mark Crusaders quickly nodded, Apple Bloom and Sweetie Belle climbing up on their sisters' backs while Rainbow Dash took Scootaloo in her forelegs. Along with Shining Armor and Cadance, they then hurried to catch up with the others.

"Hey, what's this all about?" Wave questioned.

"Where are you all going?!" Jet yelled.

Espio passed by him, turning his head to look at him and saying, "We have better things to do right now. One of them is making sure our friend Pinkie Pie is okay." He then faced forward and ran after the others.

As he walked past him, Vector smirked at Jet, "Looks like it's time you learned a little patience, you little brat." He then hurried after Espio, Celestia and Luna spreading their wings and flying after him.

Jet yelled, "What?! Why, that overgrown handbag! First… and now…! Argh, that's it!" He flipped his Extreme Gear over, the board hovering just above the ground.

Wave turned to Storm (who had stood up by this time) and shifted her Extreme Gear to her right arm, holding the albatross' board out to him as she said, "Here, Storm, I brought your Extreme Gear. And you're cleaning it off yourself if you want any more maintenance done on it!"

Storm groaned as he took it, "Aw, come on, Wave…" The swallow didn't respond; she simply set up her Extreme Gear and stepped on it, both her and Jet taking off after the group, Storm getting on his Extreme Gear and following them after a few seconds.

Spitfire turned to Soarin and said, "Come on, Soarin, we're going too! They helped me find you; I'm going to return the favor!" She spread her wings and took off, flying after the Babylon Rogues.

Soarin cried, "H-Hey! Wait up, Spitfire!" He stood up and, while trying to keep the pie balanced on his head, spread his wings and flew after her, unaware that the Red Wisp that had wandered off earlier was following behind him.

**Soon…**

Pinkie Pie grinned as she reached the end of the frosting-covered canyon trench, coming upon a large beach that had Skittles, M&M's, and various other small candies littering it instead of sand. She didn't care about the candies or the two cake-like ledges along the sides, though; what had her attention was what awaited her at the shore: the Chocolate Milk Sea. As soon as she saw it, she stopped bouncing and opened her mouth, letting her tongue dangle out. She then rushed towards the shore, too focused on the chocolate milk to pay any attention whatsoever when a loud noise broke the silence on the beach…

Sonic heard a loud scream as he exited the canyon trench and looked straight ahead. He saw an explosion of candies being scattered, what looked like a cannonball wedged into the ground at that spot, and a familiar pink pony flying backwards from the other end of the beach. "Pinkie!" Sonic yelled, immediately dashing towards her. He held out his arms as they got closer, catching Pinkie and sliding to a stop as soon as he had her. He looked down at the pony in his arms, "Are you okay?"

As Tails and the others exited the canyon and started making their way over, Pinkie shook her head and looked up at him, "Wowie, Sonic! I sure am glad to see you! That big boom TOTALLY surprised me! If you hadn't caught me, I'd sure have a big bump on the old Pinkie coconut!"

Sonic smirked down at her. "_Heh, she's okay,_" he thought to himself.

Tails, Blaze, and Silver came running up behind Sonic with the others not far behind and stood at his sides, Tails on his right and Blaze at his left, Silver standing to Blaze's right. Tails and Blaze looked down at Pinkie, relieved to see that she was okay, but it was broken when Silver exclaimed, "Look! What's that?!" After Sonic set Pinkie down, they, along with Blaze and Tails, looked where Silver was pointing, out on the Chocolate Milk Sea, as everyone else caught up and stood at their sides and/or behind them, also looking to see what was coming (Soarin doing so while finishing off the last of his pie).

Out in the middle of the sea (as far as the group could see), from behind a rock structure that looked like it was made entirely out of chocolate, a galleon was floating into view, two of the cannons on the side already visible. The rest of the ship soon appeared and everyone could see that it had various candies covering it. As they watched, a robot with a rocket thruster in place of its legs flew up from the ship, flying about halfway to the shore before stopping. While holding up a lollipop in its left hand, it spoke, "ARR, WHAT HAVE WE HERE? MORE NOSY TRESPASSERS, THIS TIME ON CAPTAIN JELLY'S TERRITORY!"

Vector groaned, "What a surprise. Of course Eggman would have a cheesy robot pirate to guard the waters of his candy land."

Captain Jelly heard him and, while pointing his lollipop down at Vector, said, "STILL YOUR TONGUE, YOU LEATHERHEAD! I'VE KEELHAULED FOR LESS THAN THAT!"

Sonic looked at Blaze and shrugged, "Geez, it hasn't even been five minutes and already this guy's pirate shtick is worse than Captain Whisker's."

Blaze replied, "Perhaps that's not the only thing that's worse about him."

Captain Jelly yelled, "I HEARD THAT, YOU SEA RATS! YOU DARE MOCK THE GREAT CAPTAIN JELLY?! I'LL TEACH YE A LESSON!" He looked back at his ship and ordered, "FIRE THE CANNONS! SEND THEM TO DAVY JONES' LOCKER ROOM!" At his command, three of the cannons on the galleon aimed upwards and fired. Most of the group members quickly saw that the cannonballs would be right on top of them when they hit.

Storm exclaimed, "Wah! Boss, what do we do?!"

Before Jet could respond, Shining Armor said, "Don't panic! I'll use my force field to keep those cannonballs from reaching us!"

While crossing his arms, Espio spoke, "There's no need for that. Allow me." He then uncrossed his arms, now holding three throwing stars in each hand. Eying the cannonballs for a moment, he suddenly threw his stars, the bladed projectiles spinning as they flew through the air. Two hit and got stuck in each cannonball at the highest point of their shot; just as they were about to start coming down, the throwing stars exploded, taking the cannonballs with them! Shining Armor looked at Espio in surprise, the chameleon calmly saying, "Exploding throwing stars. I always keep them handy."

Captain Jelly growled, "ARR, YE BE QUITE CLEVER INDEED! BUT LET'S SEE HOW WELL YE FARE AGAINST THIS!" He held his lollipop out in front of him and swung it downwards. At this motion, the cannons on the galleon aimed towards the water and started firing, raising chocolate milk splashes into the air. Even as far back as the group was standing, the soon rapid fire from the cannons sent chocolate milk flying in their direction, forcing everyone to cover their eyes… except for Pinkie Pie, who had her mouth open as she tried to catch as much chocolate milk as she could. Even if the Babylon Rogues, Spitfire, and Soarin had put on their goggles, they wouldn't have been able to see through the shower of chocolate milk to see what Captain Jelly was doing.

After the chocolate rain stopped and they could see again, everyone could see that there were several long lines of Egg Pawns at the other end of the beach. Looking up, they could see Buzzers and Captain Jelly's crewmates dropping off more. After a moment, Captain Jelly flew back to his ship while saying, "DESTROY THEM, ALL OF THEM!"

As the Egg Pawns started shifting, one of them said, "AFFIRMATIVE. ACQUIRING TARGETS…"

Fluttershy squeaked, "T-That's a lot of r-robots…"

Vector grunted, "He thinks he can throw numbers at us to take us down? He's got to be kidding."

While pulling out his Bashyo fans, Jet said, "Destroy us? Please! Like I'm gonna get beaten by some oversized toasters!"

Spitfire glanced at him, "Save your energy, bird boy! This is the kind of thing that even us Wonderbolts are trained to deal with!"

Wave pulled out a large wrench and tossed it up and down in her right hand as she said, "I'm sure you are. You've really got the whole drill sergeant act down."

Espio spoke, "Enough of your squabbling! It is time for action!" As he said that, the Egg Pawns finished identifying their targets and started charging towards the group, the ones carrying blasters opening fire as they ran.

Sonic grinned as he, Tails, Silver, Blaze, Espio, Vector, and the Babylon Rogues moved to intercept them head-on, "Time to party!"

Pinkie perked up, "Party?! Where?!"

Applejack looked at her, "It's a figure o' speech, Pinkie!" The party pony looked a little disappointed at that, but she quickly shrugged it off.

Spike and the ponies stayed back for the moment, Shining, Cadance, and Spitfire staring after Sonic and the others with looks of surprise on their faces. Soarin, surprisingly, looked excited at this action. He smiled at Spitfire, "I like these guys already." Spitfire stared at him for a moment before the pale blue pegasus said, "Come on, Spitfire! Let's get this show on the road!" His captain narrowed her eyes at his words and nodded with a smile, both of them spreading their wings and taking to the air.

Shining looked back at his wife, "You'd better stay back, Cadance. I can't promise you I'll be able to protect you at all times in the middle of battle." Cadance looked worried at the thought of her husband going into battle in front of her, especially without his armor, but she nodded to him.

Applejack spoke, "That goes for you, yer friends, and Spike too, Apple Bloom. Y'all are stayin' outta this."

The Cutie Mark Crusaders looked ready to protest, but Spike beat them to it, "What?! Why do we have to stay off on the side?! What about when we dealt with the changelings and all that?!"

Twilight said, "Those were different circumstances, Spike. There weren't a lot of other options available." She looked back at Fluttershy, the yellow pegasus still cowering on the ground. "Besides, it looks like Fluttershy is sitting this one out too, and somepony needs to look after her in case any of those robots decide to go after her or Cadance," she added.

Protests started to flare up again, but Applejack silenced them with a simple reminder, "Some o' y'all are already in enough trouble, and Ah fer one don't wanna have any reason to make it worse." Apple Bloom, Sweetie Belle, and Scootaloo immediately stopped talking at that and they all scurried up onto the ledge on the left, Spike reluctantly following them along with Cadance after she picked up Fluttershy with her magic. The remainder of the Main Six, Shining Armor, Celestia, and Luna then moved forward to help their friends out.

Up on the ledge, after setting her down, Cadance patted Fluttershy on the head reassuringly, looking down at her for a moment before looking out towards the skirmish below. "_Please be careful, everypony…_" she thought to herself. She remained focused on the battle, occasionally reassuring Fluttershy but not noticing the Cutie Mark Crusaders sneaking off along the ledge with Spike following them.

Down below, Sonic and Rainbow Dash were literally trying to stay on top of the situation, Sonic using Homing Attacks on any nearby Egg Pawns to stay up while Rainbow flew around the field, slamming into any robots in her path. Shining Armor and Vector briefly saw Rainbow fly over them and felt the wind created from Sonic jumping over them from the side as they fought alongside each other. Vector was relying on his fists while Shining fired magic shots from his horn at the Egg Pawns. "Bet you don't see this kind of action in the Royal Guard, do you, Shiny?" Vector questioned.

While firing magic at several Egg Pawns, the white stallion replied, "This is the kind of thing I was trained to lead soldiers against. I know what to expect in a battle situation, though I never thought I'd get involved in this kind of thing." He looked over at the crocodile, "Though I suppose it's not all that unusual for you?"

Vector smirked, "This is more Sonic's thing. I'll help if I have to, but I usually prefer getting a little money out of it. Of course, this is a special occasion."

Before Shining could ask what he meant, he noticed an Egg Pawn running up behind Vector. At the same time, the crocodile could see an Egg Pawn carrying a wick rushing towards the stallion's other side, where he couldn't see it. "BEHIND YOU!" they both shouted as Shining turned and ran behind Vector, bucking the Egg Pawn in the chest while the crocodile breathed fire at the other one. They both looked at each other afterward and said "Thanks" before getting back into the battle.

Elsewhere, Espio and Luna were under fire by the Egg Pawns that were carrying blasters. Espio was able to deflect a few shots by holding up a pair of kunai daggers, but he was forced to drop down when a shot was aimed for his head while Luna dodged around the shots aimed at her. After backing out of the way of one that flew past her front, she looked up and noticed something on the ledge off to the right. It looked like a giant bowl of sprinkles containing all the colors of the rainbow. Glancing back down at the Egg Pawns, she turned and fired a beam at the bowl while saying, "Taste the rainbow, Egg Pawns!"

The cobalt beam from Luna's horn hit the side of the bowl and knocked it off the ledge, sending the colorful confections flying. Many of them landed on the Egg Pawns, some of them covering their optics, causing them to panic. One of the Egg Pawns exclaimed, "I CAN ONLY SEE A HORRIBLE RAINBOW!"

Espio stood up and looked back at Luna, saying, "Nice going, Princess Luna. Allow me now." The Lunar Princess nodded, so Espio turned back to the Egg Pawns, who were just recovering from the surprise rainbow shower. He eyed them for a moment before pulling out several throwing stars. He then threw them at the robots, the projectiles exploding a moment later and taking out quite a few Egg Pawns.

When the smoke cleared, Espio and Luna saw they had a little breathing room and turned to look over the rest of the battle. They saw Applejack bump an Egg Pawn that was rushing at her in the chest with her side and then flip it over her back. Not far away from her, Rarity used a jump kick to send an Egg Pawn's head flying while Pinkie caught one with her party cannon and pointed it straight up, firing the robot straight up into the air before it fell down and exploded, Pinkie having moved her cannon while it was up. As they turned back, Soarin flew over Espio and Luna's heads, delivering a flying kick to a stray Egg Pawn and destroying it. The two shared a smirk with the pale blue pegasus before they jumped back into the fight.

On the other side of the beach, Twilight and Silver slid to a stop while running, turning around to face the Egg Pawns behind them. Working quickly, Silver created a Psychic Knife with his hands while Twilight used her magic to form her newly-dubbed Mystic Blade. Once they were ready, both Twilight and Silver sent their attacks flying horizontally, the blades slicing through the robots' insides and causing them to explode. The two flashed a smile at each other while, behind them, Blaze dashed by with fire surrounding her left arm, Celestia right behind her with her horn glowing yellow.

Twilight looked forward again and gasped, "Silver, look out!" The silver hedgehog looked and then they both dropped down, Jet flying over them with his Bashyo fans held out at his sides. They both stood up afterwards, looking back at Jet and wondering what he was thinking.

They didn't have to wait long to find out as the green hawk began drifting on his board as he neared a squad of Egg Pawns, slashing them with his Bashōsens before breaking out of his drift and heading for another Egg Pawn. As he went from one to the next, he yelled, "Yeah, who wants some?! You want some?!"

While Jet took out another one, an Egg Pawn with a blaster raised its weapon and aimed for the hawk's back. Storm saw what the robot was planning to do and took off in Jet's direction, fully prepared to protect his boss. As the Egg Pawn squeezed the trigger, Storm pulled his board up underneath him and called, "Boss, look out!" Jet turned to look and saw Storm get in front of him, the Egg Pawn's shot hitting the underside of the albatross' Extreme Gear. Almost immediately afterwards, Storm flew towards the Egg Pawn and took it out with a single punch.

As she flew by, Wave shouted, "Don't use my Gear as a shield!" She then faced forward and swung her wrench like a club back and forth, sending Egg Pawns flying. Up above her, on the left ledge, Spike and the Cutie Mark Crusaders were carrying a large candy cane over to a large jawbreaker.

Once they were standing next to it, Spike stuck the long end into the frosting-covered ledge, underneath the jawbreaker, and ran to the other end, where the Cutie Mark Crusaders were trying to apply enough force to knock the jawbreaker loose. Once he reached them, Spike said, "Wait!" The three fillies stopped jumping up and down on the candy cane and looked at him. "Let's do it all at once! That should do the trick!" he explained. The three fillies looked at each other for a moment before nodding to him.

Spike hopped up on the candy cane next to Sweetie Belle before looking at the fillies and saying, "All right, all together on three! Ready?" They nodded and readied themselves as he counted, "One… Two… Three!" At three, they all jumped up and landed on the candy cane at the same time. As they pushed down, the other end of the candy cane lifted up, sending the jawbreaker rolling off of the ledge!

Down below, Wave just noticed the jawbreaker as it came rolling towards her, flattening Egg Pawns as it rolled. She barely managed to move her Extreme Gear out of the way, stopping in midair and turning to see the jawbreaker crushing a couple more Egg Pawns before rolling towards the Chocolate Milk Sea. She looked up as Spike and the Cutie Mark Crusaders cheered, "Strike!"

Their moment was cut short when Wave, while shaking her fist, yelled, "You shrimps hit my board and I'll be sure to strike YOU!" Turning away, she grumbled to herself while shaking her head.

Soarin and Storm saw and heard the whole thing, both of them hovering in the air next to each other nearby. Soarin turned to Storm a moment later and, while pointing a hoof at Wave, asked, "Wow, she's touchy, huh?"

Storm replied, "Believe me, the Boss and I could tell you stories…"

Not far away, Spitfire was kicking away Egg Pawns while using her wings to stay up. After kicking one away, however, another one got up behind her and caught her in a lock, both of its arms under Spitfire's forelegs and its hands on the back of her neck as she struggled to get free.

While she was trying to break out, Tails leapt onto the Egg Pawn's back and reached over its head, grabbing Spitfire's goggles and pulling them off her head. He then brought his arms back and put the goggles around the Egg Pawn's head, stretching them out and letting them snap back, hitting the robot in the optics. While the Egg Pawn was reeling from the sudden move, Spitfire got free and Tails pulled her goggles off of it; Spitfire then joined him behind the robot and they both kicked it away.

Spitfire smirked at Tails afterwards, "Nice move just now, kid."

Tails replied, "It's Tails, ma'am. Here, let me fix that for you." He reached up and (gently) put the captain's goggles back on. He looked off to the side afterwards and noticed the Red Wisp from earlier coming towards them, the little guy having finally caught up to them. "Hey, look!" he pointed.

Spitfire looked and raised an eyebrow, "What the…? Is that an alien?" Suddenly, the Red Wisp leapt towards her, disappearing into her chest. "Hey, what's it doing?!" she exclaimed.

Tails explained, "It's all right, Spitfire! The Wisps do that when they want to lend their Hyper-go-on energy to someone! And the Red Wisp literally has a fiery personality."

Spitfire spread her wings and held herself up on her hind legs as she looked down at herself, noticing red, ember-like energy beginning to surround her. She soon smirked, "Is that so? Well, it's a good thing I had this suit fireproofed then!" She looked up at Tails and grinned as she felt the energy beginning to flow through her, "Because I'm gonna melt these tin cans down and pour them on some horseshoes!" She then turned and took to the sky as flames began to surround her. Tails could swear she looked like a phoenix rising up from the ground.

Sonic looked up and saw the pegasus flying overhead, the flames now surrounding her completely. He looked down and yelled as loud as he could, "Heads up, everyone! There's a firestorm coming!" Even though they didn't all get what he was saying or hear him, they all did look up and notice Spitfire flying above the beach, flames beginning to build up around her.

Blaze, Twilight, and Shining Armor immediately jumped into action. Blaze, Sonic, and Tails ran over to Espio, Silver, Vector, and Luna, Blaze putting up a flame shield around them all. Twilight teleported over to her friends, Celestia, and Soarin and used her magic to create a force field, hoping it would be strong enough. Shining Armor, meanwhile, did the same with Fluttershy, Cadance, Spike, and the Cutie Mark Crusaders. The Babylon Rogues, however, ignored Sonic's calls to join the group under Blaze's protection and simply flew towards where they entered the beach from, away from the center of the beach.

After about a few seconds, Spitfire turned and flew at an angle down towards the ground, flames still gathering around her as she went down like a bomb. As soon as she hit the ground, she burst into an explosion of fire, the flames roasting the whole beach except for what was under Blaze's flame shield as well as Twilight and Shining Armor's force fields, both siblings' fields buckling and cracking a bit under the heat and pressure.

When the flames cleared, Spitfire was standing completely unharmed in the middle of the beach, the Red Wisp floating out of her chest, and all the remaining Egg Pawns on the beach melted down into molten metal. Near the entrance to the beach, even though the Babylon Rogues themselves hadn't been hit by the flames, Wave's eyes widened as she saw that all three Extreme Gears had been scorched somewhat, Jet's and Storm's Extreme Gears in particular since they held them up to protect themselves.

After Spitfire said goodbye to the Red Wisp, Blaze called her flames back to her and Twilight and Shining Armor made their force fields disappear. Soarin was the first to move, flying over to Spitfire to check on his captain. After he was sure she was as okay as she seemed to be, the others, except for the Babylon Rogues, started coming over, Shining, Cadance, Fluttershy, Spike, and the Cutie Mark Crusaders coming down from the ledge. Before they could reach the two Wonderbolts, however, Captain Jelly chimed in from his ship, using what sounded like a megaphone to project his voice, "ARRR, YOU LOT ARE A LOT MORE DURABLE THAN I THOUGHT!"

Luna murmured, "Oh. It would appear we forgot something."

Rainbow yelled, "Hey pal, we smashed all your toys! Why don't come over here so we can smash you too?!"

Captain Jelly laughed, "YAR HAR HAR! YE BE A FOOL IF YE THINK ME ROBOTS WERE ALL I HAD ONBOARD! DON'T FORGET HOW I SNUCK THEM ALL IN FRONT OF YOU IN THE FIRST PLACE!"

Silver groaned, "Oh, shoot! We forgot his ship had cannons too!"

Captain Jelly said, "AND NOW THAT MISTAKE WILL COST YE! ALL PORT CANNONS, TAKE AIM!" At his order, the cannons on the side of the ship all aimed towards the beach. "GIVE MY REGARDS TO DAVY JONES WHEN YE SEE HIM!" Captain Jelly mocked.

As he was about to give the order to fire, something suddenly struck him in the side of the face, knocking him onto his side. As he collected himself, a new voice could be heard through the megaphone, "I don't think so, mate! You no-good pirate, this sheila won't let you get away with this!"

Even though she couldn't clearly see what was happening on the deck of the galleon, Blaze could recognize that voice and that accent anywhere. "Marine?!" she gasped.

Sonic groaned and shrugged, "Where'd she come from THIS time?!"

On the ship, Captain Jelly recovered and looked at Marine with angry eyes. He ordered, "CREW, DEAL WITH THOSE LANDLUBBERS! THIS ONE'S ALL MINE!" At his command, his crew flew up off the ship towards the shore while Captain Jelly raised his lollipop towards Marine.

Back on the beach, Blaze growled, "I've… got to help her!" She dashed forward, towards the chocolate milk.

Silver held out his hand as he called, "Blaze, wait!" But it wasn't enough; the cat kept running until she reached the edge of the chocolate milk, at which point she was surrounded by flames and vanished, reappearing on top of one of the crewmates that wasn't far from the shore. She then disappeared again, 'leaping' from one crewmate to the next as she made her way towards Captain Jelly's galleon.

Applejack groaned, "That girl's gonna get herself hurt like that. Ah don't deny she's powerful, but she shouldn't be jumpin' in by herself like that!"

Tails said, "She's got the right idea, though. If we were all on that ship at once, we'd probably end up getting in each other's way. But if we go a few at a time, we should be able to take care of Captain Jelly and his crew quickly!"

Applejack asked, "Well, fine, but how are we supposed to get on that thing anyhow? Not all of us can fly, after all!"

Sonic said, "Well, I'm sure Twilight can teleport a few of us onto it now, and then Silver can make a bridge for the rest of you once jell-o boy's crew is taken care of."

Silver looked at him, "A bridge? What do you…? Oh, you mean like back at the volcano! Yeah, I can do that, as long as Rainbow Dash can make a long enough trail to reach that ship!"

Rainbow gave him a salute, "Don't worry, Silver! I can do that in ten seconds flat!"

Before anyone else could say anything, Captain Jelly's crewmates reached the beach and they started diving towards the group, forcing everyone to move. They weren't able to get very far due to the crewmates getting in their way, all of them seemingly ready to get blown up to stop the heroes. Sonic kicked one away and then turned to Twilight, asking, "Hey Twilight, do you think you can teleport me, your brother, and yourself onto that ship from here? These things should be a cakewalk for the others, and the three of us can go help Blaze out!"

The lavender unicorn replied, "I think so!" She turned to Shining Armor and asked, "Shining, did you hear that?"

The Captain of the Royal Guard answered, "Yeah, I did, Twilight! If you're wondering… yeah, I'll go along with Sonic's plan!" He turned to Cadance and said, "Cadance, stay with your aunts; they'll keep you safe! Once things quiet down over here, come join us on the ship!" Cadance nodded to him, knowing he would be fine after watching him fight earlier. She hurried over to Celestia and Luna while Shining and Sonic ran over to Twilight. As soon as they reached her, the lavender unicorn closed her eyes and focused her magic into her horn, a bright flash causing the three of them to disappear a moment later, leaving the others to deal with Captain Jelly's crew.

They reappeared a second later on the deck of the galleon, the three of them looking around to see where they had ended up. They quickly figured it out when Marine hit the ground near them, the raccoon having been thrown on her back. She looked up a moment later and, upon seeing Sonic, said, "Oy, Sonic! You're here too, mate?"

The hedgehog answered, "I sure am, Marine, and so is Tails. We'll catch up later, though. Where's Blaze?" Marine pushed herself up and pointed, Sonic, Shining, and Twilight looking to see Blaze battling with Captain Jelly near the middle of the ship, the captain holding up his lollipop to defend himself. "First he throws Marine, now he's using a stick to protect himself? He's just a regular ball of sunshine, isn't he?" Sonic commented.

Twilight narrowed her eyes, "Get him?"

Both Sonic and Shining nodded, "Get him." With that, the three of them ran towards Blaze and Captain Jelly while Marine snuck off to the side of the ship.

After using his lollipop to push Blaze backwards, the cat sliding back towards the port side railing and using her hands to stop herself before she hit it, Captain Jelly turned to see Sonic coming towards him. The robot swung his lollipop down at the hedgehog, but Sonic planted his feet on the deck and slid towards him, jumping up before the confectionary could hit him and landed on top of it. Captain Jelly panicked at the sight of the blue hedgehog on his lollipop and lifted it up with his hands, shaking it and trying to get the blue hedgehog to let go, Sonic hanging on by wrapping both hands around the stick.

When Twilight and Shining Armor were a little closer, Sonic let go of the lollipop and leapt up onto the back of the ship, temporarily throwing Captain Jelly off-balance. Twilight then came to a stop and channeled her magic into her horn, wrapping it around the lollipop and trying to pull it towards her. Again, Captain Jelly wrapped his hands around the stick and tried to hold onto it. He was so focused on his lollipop he didn't see Shining still coming and ended up taking the full hit when the stallion tackled him into the wall at the back of ship, Twilight releasing her magic grip on his lollipop. After Shining backed off, Captain Jelly floated away from the wall, only to be kicked from the side by Blaze towards the starboard side of the galleon. While he was still disoriented, Sonic leapt down from the back and delivered a Homing Attack, knocking the robot up against the starboard side railing.

Shaking his head, Captain Jelly looked to see the four of them crowding around him, ready to attack him if he tried to move. Beyond them, it looked like one of their friends was forming a rainbow and another was flying towards his ship, most of his crewmates now scrap metal. The situation looked pretty grim for him… until Marine suddenly leapt from the starboard railing towards him, landing on his backside and grabbing onto the back of his head! "Gotcha now, ya shiny jerk! You're finished now!" she cried as she started pounding her fists on his head, trying to 'finish' him off.

"Get away from there, Marine!" Blaze yelled as she dashed forward, flames already curling around her right arm. Despite the annoying pounding, Captain Jelly was able to put Marine to good use, ducking his head when Blaze was closer and putting the raccoon directly in the way. While Blaze hesitated, Captain swung his head up and clobbered her with his lollipop, sending her crashing into Twilight, both of them ending up in a heap on the ship's deck.

Sonic and Shining Armor glared at Captain Jelly, both of them charging him. Again, though, the robot captain used Marine against them, putting her in their path as they were about to attack and forcing them to stop. "Marine, we've got to take this guy out!" Sonic exclaimed.

Marine looked up at him and asked, "What do ya think I'm doing here, mate?!" Before either Sonic or Shining could respond, Captain Jelly engaged his rocket booster, shooting forward and causing Marine to let out a startled, "Crikey!" The robot bowled both of them over, Shining hitting the ground near the port side railing and Sonic crashing into a collection of barrels near the back of the ship. As the hedgehog recovered from the rough landing and hitting a few barrels, he noticed that the barrels were hiding something interesting…

Out over the Chocolate Milk Sea, Tails was flying ahead towards the galleon while Rainbow and Silver worked together to make a bridge to it for all the non-flyers and Vector, Espio, and Applejack mopped up the last of Captain Jelly's crew. As he got closer, he could see Shining, Twilight, and Blaze recovering from being attacked and Marine still trying to hold onto Captain Jelly's head as he hovered in place and tried to use his lollipop to force her off of him. Suddenly, Sonic leapt out of the barrels where he had landed, once again going for the captain.

Unfortunately, Captain Jelly saw him coming and, upon noticing that Marine had stopped trying to hold on so tightly, gave a strong upwards jerk with his lollipop, sending the raccoon flying! She ended up hitting Sonic in midair, her back coming into contact with his legs and throwing his trajectory off. Marine fell to the deck shortly afterwards, but Sonic kept going, though it looked like had some trouble righting himself.

Tails paused in midair, the rainbow bridge connecting with the ship as he watched what happened next. Captain Jelly launched himself towards Marine, but came to a stop halfway as Sonic went over his head and turned around, gripping his lollipop in both hands and swinging it like a baseball bat. The confectionary came into direct contact with Sonic and sent him flying over the starboard side of the ship! "Oh no, Sonic!" both Tails and Blaze exclaimed, the former hurriedly flying the rest of the way to the ship as the others started making their way over to it.

As Tails reached the ship, Captain Jelly grabbed Marine, who had fallen on her face, and pulled her back towards him, wrapping his left arm around her to keep her close while he held his lollipop in front of him defensively, hovering above the group in front of the starboard side railing. Tails landed on the deck of the ship while Twilight, Blaze, and Shining Armor stood up. "We've got to help Sonic!" Blaze growled.

"We've got to help Marine too!" Shining argued.

Tails spoke, "We've got to help them both quick! Sonic can't swim!"

Twilight's eyes widened and she looked at Tails, "He can't WHAT?!"

Before anyone could say anything else, Captain Jelly laughed, "THAT'S RIGHT, YOU LANDLUBBERS! THAT BLUE RAT IS MEETING HIS FATE AS WE SPEAK! NOW YOU'D BETTER STAND DOWN AND TELL YOUR CREW TO STAY OFF OF MY SHIP, OR SHE'LL BE NEXT!" He indicated Marine, the raccoon struggling to get free at that. Tails, Shining, Blaze, and Twilight gritted their teeth; behind them, their companions were getting closer to the galleon.

Suddenly, there was a loud splash behind Captain Jelly as a jet of chocolate milk shot up into the air, hiding whatever caused it from view. As it began to settle, a familiar voice said, "Guess again, Captain 'No Legs'!" Captain Jelly looked back over his shoulder to see, as the chocolate milk parted, Sonic shooting up out of the dairy!

"IMPOSSIBLE! HOW?!" he exclaimed.

As a Yellow Wisp popped out of his chest, Sonic grinned, "What, you jelly?" Captain Jelly glared at the hedgehog, but that ended up costing him, as Twilight and Shining Armor both fired a single magic shot at him, the former hitting his left arm and the latter managing to hit the side of his face. As he turned back to look at them, Sonic made his move, curling up into a ball and launching a Homing Attack at the captain's back. He was so surprised that he let go of Marine and fell face first onto the deck, dropping his lollipop.

Blaze quickly got under Marine and caught her in her arms. She looked down at the young raccoon, "Are you all right, Marine?" Marine nodded in confirmation; Blaze then looked at Sonic and asked, "Do you have a plan?"

Sonic nodded, "Yep, but we're going to need some heavy hitters to pull it off!" He pointed to the barrels near the back of the ship, "Tails, Twilight! Those barrels are hiding some Wisps! They should come in handy, right?" They nodded and hurried over to the barrels to find the Wisps.

While they were doing that, Blaze set Marine down and said, "Marine, I want the cannons on the starboard set up! We'll worry about aiming them later; just have them ready!"

As she ran, Marine saluted, "Aye aye, Blaze!"

It took Captain Jelly a minute to reboot after that surprise attack, but when he did, he looked up to see Sonic, Twilight, and most of their friends, including the princesses, gathered around him in a compact circle. Shining Armor spoke first, "It's over for you, Captain Jelly. Your crew has been defeated and you're heavily damaged. This is your one chance to surrender peacefully."

Captain Jelly was silent for a moment, but then he suddenly engaged his rocket and shot up, hovering just above the level of Celestia and Luna's heads. "ARR, YE BE MISTAKEN IF YE THINK ME DEFEATED SO EASILY! A REAL PIRATE NEVER COMES QUIETLY, AND I WILL NEVER GO QUIETLY UNTIL I'VE SUNKEN THAT PESKY HEDGEHOG!"

Before anyone could move or say anything, Jet suddenly shot above everyone's heads, his Extreme Gear now looking like a rocket or missile as he held a Bashōsen out to his side, smacking Captain Jelly with it and causing him to spin around. "Take a spin, you clown! The only one who gets to mess with Sonic the Hedgehog is me!" he called back. Captain Jelly slumped forward when he stopped spinning and Storm flew up to him, his Extreme Gear having transformed into a bike, and delivered a potent uppercut to the robot's stomach, sending him skyward.

When he stopped moving up, Captain Jelly hovered in place and shook his head, trying to get the Buzz Bombers to stop circling his head. He managed to do so, but it was too late; Wave flew by him, her board now looking like a hovercraft, and struck the side of his face with her wrench, spinning him around yet again. She nodded to herself, "I'd rather rip this chrome pirate apart myself, but this should be fun to watch."

While she flew back down towards the ship, Rainbow Dash and Fluttershy flew up above the still-spinning Captain Jelly, a blue glow beginning to surround them. As Captain Jelly finally stopped spinning, both Fluttershy and Rainbow Dash unleashed the power of the Blue Wisps that the barrels had been hiding, both of them turning into cubes and falling straight down towards Captain Jelly. They pushed him straight down, causing him to hit the deck of his ship face first while the two pegasi turned back to normal and fluttered off to the side.

Captain Jelly recovered faster than one might expect and immediately started looking to see who had landed on him. He didn't look long, though, before he saw that Twilight and Rarity had stepped forward, both of them smirking and cyan glows surrounding both of them. Before he even had a chance to scream, they both fired cyan beams from their horns straight at him, sending the captain flying off the starboard side of his ship.

Amazingly, he wasn't destroyed by the twin Cyan Lasers and managed to catch himself in midair after the lasers had stopped, though it was a miracle he was holding together at all if his exposed circuits and heavily damaged body were any indication. "Man, he's one tough son of a can opener, isn't he?" Sonic grinned.

Twilight turned to Blaze and courteously asked, "Princess Blaze, would you care to do the honors?"

With a smirk, Blaze raised her left hand and snapped her fingers, "Of course, Lady Sparkle." As she snapped her fingers, the fuses on all of the starboard side cannons suddenly lit, Silver using his psychokinesis to aim them directly at Captain Jelly.

While leaning against one of the cannons, Marine saluted, "Nice knowin' you, mate." As the fuses reached their end, Marine called, "All cannons, fire!" As she said that, all the starboard side cannons fired on Captain Jelly, all of them hitting their target right where it hurt. And that did it; Captain Jelly was blown to pieces like his crewmates, the remains landing in the Chocolate Milk Sea and sinking to the bottom.

Marine immediately began to cheer, "Yahoo! That was ripper! Did you all see that?!" Her festive mood was reeled in slightly when she heard a throat clearing behind her. She turned around and saw Blaze standing there, a stern expression on her face and her arms crossed. "Oh! G'day, Blaze. H-How's it going?" she asked.

Blaze decided not to humor her friend, instead deciding to get straight to the point. "Marine, may I ask just what you were doing earlier?" she asked.

Marine twiddled her index fingers together nervously, "Umm… no?" Blaze raised an eyebrow at that, clearly not pleased with that answer. Marine put her hands behind her back and grinned sheepishly up at Blaze, "I was just… doing my duty as captain! You know, taking charge of the ship and all that!"

Blaze's eyebrow lowered, but the look on her face didn't change. "Marine…" she said.

The raccoon's grin dropped and she looked down at the deck of the ship, scuffing her right foot across it as she spoke, "O-Okay, so maybe that's not the whole truth. I, uh…"

Blaze interjected, "Why don't you start with how you ended up on this ship in the first place?"

Marine looked up at her and said, "Ah, roight. Well… I don't really know. I was in my home a little while ago, back on Southern Island, making some repairs to the SS Super Marine. I heard a noise coming from outside and went to look, but then I was blinded by some white light! The next thing I knew, I was below the deck of this ship, being tied up by that pirate scoundrel! Well actually, I was already tied up, but you know what I mean! And there were these odd statues down there too."

Blaze asked, "Odd statues?"

Marine nodded, "Uh-huh. One of them looked like a bumbly bee and the other two were, uh… horses, I think." Silver noticed, out of the corner of his eye, Espio and Vector heading for the door leading inside at the back of the ship at the raccoon's words. Marine continued, "For some reason, it felt like they were alive… somehow. And… well, I managed to get free when it felt like they were calling for help. Since I was free, that meant I had to do something about that pirate and… well, you know the rest. Strewth, I promise!"

Blaze regarded the raccoon, her stern look having eased off. After a moment, she spoke, "Marine… need I remind you of the last time you did something like this?"

Marine flinched, "N-No…"

Blaze said, "You were putting yourself in danger then, and you put yourself in danger here too. You're fortunate that we could hear you from the shore, or we wouldn't have known you were here. When I got over here, even with your… power, you were having trouble with taking that robot down. Are you aware of how many things could have gone wrong had I not shown up to help you?" After a moment, she let her arms drop to her sides and she closed her eyes before saying, "However… you did distract him and open up his defenses. You allowed us to divide and conquer to take him and his crew down. And while your attempt to defeat him yourself was unsuccessful, it did reveal that there were Wisps being held captive on this ship."

Marine looked up at her curiously, "What are you saying, Blaze?"

Blaze opened her eyes, glancing in Sonic's direction and saying, "I suppose I'm saying what Sonic said then: what counts is it all worked out fine." She looked back at Marine, "And I'd rather not sound like a broken record, so instead, I'll simply thank you for the help and ask that you try to be more careful in the future."

Marine perked up at that, "Aw, Blaze! You're a princess, you know that?!" Blaze raised a hand to her forehead, but she couldn't help but give a small smile at Marine's words.

Back with the rest of the group, Applejack looked at Rarity and said, "Uh, Ah don't know about you, Rarity, but after seein' Blaze talk to that Marine just now… Ah feel kinda silly fer gettin' angry earlier."

Rarity looked at her a moment before sighing, "I suppose I concur, Applejack. Sweetie Belle and her friends may have gone against what we said, but I shouldn't have been so unladylike or acted so angrily towards her. I should be glad they were responsible enough to stay safe while they were following us." Both mares then walked over to their sisters and hugged them, apologizing for getting angry earlier and reminding them to not be so reckless in the future. Scootaloo stood off to the side awkwardly until Rainbow Dash came over and discreetly wrapped a wing around her.

Soarin looked over at Spitfire and asked, "So, uh, Spitfire? Since everypony seems to be in a forgiving mood today, I don't suppose you can let the fact that I let my desire for pie mess up my real priorities go?"

Spitfire glanced at him and said, "Oh, I don't think so, Soarin. You are NOT getting off that easy for abandoning your captain in an unknown location." Soarin looked down at that, but he looked back up when Spitfire smiled, "However, I will hold off on your punishment until we manage to get out of here and resolve whatever's happening in Equestria that's so big that even the princesses are involved in stopping it. THEN we can sit down and talk about it." Soarin gave a small grin at that. He knew he was still in trouble, but at least Spitfire was being fair, like he knew her to be. Behind them, Storm grinned nervously at Jet, hoping he would say something similar, but neither the hawk nor Wave even turned their heads to glare at him.

Noticing Sonic standing nearby, Shining Armor walked over to him, the hedgehog turning to look up at him as he spoke, "Hey, Sonic? Listen, uh… I'm sorry about that whole thing earlier. You know…"

Sonic nonchalantly waved a hand, "Yeah, yeah. No biggie, man."

Shining looked down at him with a confused look on his face, "I'm being serious here…"

Sonic replied, "So am I. Look, dude, you're not the first one I haven't exactly gotten off on the right foot with for one reason or another, and I seriously doubt you'll be the last. What can I say? I roll my own way!"

Shining smiled as Cadance walked up alongside him, "So I've seen. And now that I know that, I think I would like to see where you and Twily go from here."

Sonic raised an eyebrow, "Huh?"

Cadance smiled happily while Shining said, "You don't have to keep up that act anymore. You know what I'm talking about."

Sonic looked up at him for a moment before shrugging, "No I don't, actually."

Twilight trotted over and asked, "What's going on?"

Cadance turned to her and said, "Oh Twilight, I'm so happy for you!"

Twilight cocked her head to the side, "Huh?"

Cadance went on, "I see now why I couldn't feel it before! You were worried about everypony's reactions! Well, don't worry, Twilight! Shining has warmed up to the idea, and I just know the rest of your friends will too!"

Twilight stared at Cadance in absolute bafflement. She looked at Sonic and asked, "I'm sorry, did I miss something?" Sonic just shrugged.

Shining spoke, "Come on, you two, you don't need to do this anymore."

Cadance nodded, "We're talking about you two, and what you have between you."

Sonic and Twilight looked at each other for a moment, a moment Cadance hoped felt like an eternity. All too soon, they turned to look back at the Princess of Love and Shining Armor and Sonic shrugged, "I still don't get it, but as long as we're cool, I guess that's what's important."

Shining and Cadance frowned and looked at each other in confusion. "_Are we really being too subtle for them? Or was I wrong about them?_" Shining wondered.

Before either of them could attempt the direct approach, Rarity came over and said, "Darlings, that Wisp power was amazing! Not only did we take care of that ruffian pirate, but I think that power actually made my hair look all nice! Alas, I don't believe I'll try to do the same with magic like you do, Twilight. I'll leave knowing powerful spells to a magic expert like you."

Twilight smiled, "All the same, Rarity, you certainly controlled that laser really well for your first time using it."

Sonic nodded, "Yeah!" He held up his right fist, "Top shelf, ladies!" Both Twilight and Rarity raised a hoof, bumping with him.

Shortly afterwards, the door at the back of the ship swung open and Vector stepped out, carrying something under his arms. He had a familiar bumblebee under his left arm and a pegasus under his right arm. After taking a few steps onto the deck, he spoke, "Okay, so we found Charmy. Does anybody recognize this pony?" He set the pegasus mare down on her hooves as he finished, letting her stand on her own.

"Yeah… that's Derpy, Ponyville's local mailmare," Rainbow said.

Marine spoke up, "Oy, there were two horses down there! Where's th' other one?!"

Before Vector could respond, Espio spoke up from behind him, "I have her." He stepped around Vector and set the pony in his hands down, the little filly having no cutie mark and freckles on the sides of her face.

"Babs!" Apple Bloom gasped, Scootaloo and Sweetie Belle's eyes going wide at the sight of her.

Espio stood up and backed off as the Cutie Mark Crusaders rushed over to the frozen filly. While the fillies crowded around Babs Seed, Twilight brought out her checklist and a quill and started making adjustments to it. Espio then looked over at Tails and said, "I suppose we're just one Warp Ring away from having a happy reunion."

Tails nodded and reached into his namesakes, pulling out the Warp Ring. "I'll get it set up so we can get going!"

Before he could toss it, however, Jet finally broke his silence, "Hold it right there!" Tails nearly dropped the ring because of the loud shout, but he managed to hold onto it and looked over at Jet in confusion. Jet raged, "I had to sit through a boring explanation and all this mushy talk just for Sonic to turn tail and run away?! I don't think so! I said we were going to settle this, and I mean it!" He glared at Sonic and said, "You'd better hope your legs can carry you over the water, Sonic the Hedgehog, because we're…"

Wave angrily interrupted him, "NO! No more! We are done here, Jet!" She looked at Tails and said, "Shorty, you get that ring up and running because we are leaving! And you'd better set it for someplace quiet!" Tails quickly nodded and complied, tossing the ring up and, after it expanded, running to its side and setting it for Ponyville.

Jet looked at Wave as she stacked the Rogues' Extreme Gear in Storm's arms and said, "Hey, I'm the boss here! I'm the one who- OW!" In the middle of his ranting, Wave grabbed him by the feathers on the back of his head, cutting him off.

As she dragged the hawk towards the Warp Ring, Storm obediently following without saying a word, Wave yelled, "Do you know how long it's going to take to fix the Extreme Gear?! Not only did Storm get pie on his, but you two treated them like shields during that battle, especially when that explosion happened! You think it's easy maintaining them when you lunk-heads use them so roughly?! AND ANOTHER THING…!" The others didn't get to hear what else she had to say due to her walking through the Warp Ring, still dragging Jet by his feathers while Storm quietly followed behind.

A moment of silence followed on the deck of the galleon; Soarin then commented, "Man… I'm glad you're my boss and not her, Spitfire." The gold pegasus smirked at him at that.

Marine shrugged, "Well, she'll be apples."

Pinkie Pie suddenly grinned at that, "Ooh, speaking of apples, I wonder if there are any candy apples around here! I'd love to get some candy apples and then come back here for some more chocolate milk!" She began bouncing towards the port side of the ship while saying, "Come on, everypony! We've still got a lot of Sweet Mountain to see!"

Rainbow Dash spread her wings and flew around Pinkie, turning back and catching her in mid-bounce. "No, Pinkie, no more! We're done for today!" she grunted as she set the party pony back on the deck of the galleon.

Twilight placed her checklist and quill back in her saddlebags and said, "Rainbow's right, Pinkie. It's time to go back to Ponyville."

Pinkie looked at her with wide eyes, "Ponyville?" She looked down and then towards the shore before turning back to the bookworm and smiling, "Aw, don't be silly, Twilight! It's too early to go back to Ponyville! Nopony wants to leave just yet, right?" She looked around the boat, but she didn't see anyone who looked like they readily agreed with her. A few were rubbing the back of their heads while others just looked at her. Even Celestia and Soarin didn't look like they wanted to stay, which confused the pink pony.

Surprisingly, it was Fluttershy who stepped forward and spoke, as meek as ever, "Pinkie… Sweet Mountain really is a wonderful a-and fun place. Despite everything that's happened, um, it was a lot of fun, and Planet Wisp was really beautiful. But… it was built by a bad human who wanted to put Sonic and Tails' world under mind control by stealing the life force of innocent little aliens. I don't really want to stay in a place that was built by somepony like that. B-Besides, sooner or later, we… we really should go home."

Pinkie looked down, "Aw…" She then had a thought and looked up happily, "Ooh! Maybe you all could go back and I could stay a little longer!"

Sonic spoke, "But if you're still here when we fix this mess, you're going to be stuck here forever, Pinkie, with nothing but aliens you can't understand and killer robots for company. Sounds like a party of one for the rest of your life to me."

Pinkie gasped, "I hadn't thought about that! What a super duper scary thought!" She placed her hooves on her head and sunk to the floor, seemingly thinking. After a minute, she sat up and said, "I guess you guys are right. I should be over this kind of thing by now, especially after that whole magic pond thing." As she stood up, she added, "But you know, this place really was a lot of fun!"

Tails came up behind her and patted her on the back, "It sure was, Pinkie."

About a minute later, just about everyone had gone through the Warp Ring and was headed back to Ponyville. Only Sonic and Pinkie Pie were left, and the blue hedgehog went first, following behind Luna. Pinkie then started towards the Warp Ring, but before she took the last step, she turned around to get one last look at Sweet Mountain. As she looked, she noticed something in the sky. She squinted, "Is that…?" After a moment, she grinned, "It is! Sonic was such a silly! There really are- whoa!" She was cut off mid-sentence when (part of) said hedgehog reached through the Warp Ring and grabbed the pink pony with his arms, pulling her through it with him. Once they were both through it, the ring shrunk down and vanished into thin air.

* * *

><p>The entire group stood in front of the Ponyville hospital, watching as the building regained its color and all the ponies inside came back to life, all of them wondering what happened. Being a hospital, though, the staff, after making sure that nothing had happened to the building, got back to work, the doctors and nurses running their rounds.<p>

Outside, the group watched as their friends were brought back. The first to recover was the mailmare, Derpy, the gray pegasus' eyes both pointing straight ahead. A single blink of both eyes, however, was all it took for one to point in a different direction than the other. The wall-eyed mare then gave a happy smile and spread her wings, leaping up and almost hitting her head before her wings slowed her ascent. As she hovered in the air, she said, "That was very scary! But being with all of you makes me feel better! I just don't know what happened!"

The next to recover was Babs Seed, the little filly blinking several times before looking around and then exhaling, blowing the side of her mane. "Babs!" Apple Bloom exclaimed.

Babs looked surprised for a moment, but then she smiled, "Cuz'!" The two fillies rushed over to each other and hugged, Sweetie Belle and Scootaloo trotting over and joining in, all of them glad to see each other again.

Scootaloo leaned back after a moment and said, "It's good to see you again, Babs!"

Apple Bloom also leaned back, adding, "We got to meet up again before the next reunion after all!"

Babs smiled, "Well, yeah, obviously!" She then looked around worriedly and asked, "But what's goin' on here? I was headin' home a minute ago; how'd I end up in Ponyville?"

Sweetie Belle said, "It's kind of a long story, Babs…"

Before anything else could be said, Charmy, who had just been restored and had done a somersault to celebrate, looked at the group and spoke, "I was scared because somebody took me, but now I'm free!"

Derpy hovered down next to him and asked, "You're free?"

Charmy nodded, "Yeah, I'm a free bee!"

Everyone looked on as the two of them happily started chanting, "Free bee, free bee, free bee… whee!" They both fluttered up and came back down, smiling at each other. Sonic and Rainbow Dash glanced at each other, both of them raising an eyebrow while everyone else, save for Vector, Espio, Celestia, Luna, and Cadance, looked at them awkwardly.

Twilight regained her composure and summoned her checklist and quill from her saddlebags, checking off the last few boxes on the list corresponding to the ones the group had just rescued, including the newly added box for Babs. She then spoke, "It looks like we've managed to find everyone. All that leaves is…" She stopped short when a red light and a pink light shone from the side of the hospital, everyone turning to look.

"Look, there's the Chaos Emerald and the Element of Magic!" Tails pointed. As they watched, the red Chaos Emerald and the Element of Magic crown quickly regained their color, shining as though they'd just been polished.

Almost immediately, however, they began to float away from the group. "Where are they going?" Cadance wondered.

Suddenly, a dark void opened up behind the Chaos Emerald and Element of Magic, the mystery creature emerging from it! The Cutie Mark Crusaders were frightened by it, and both Shining Armor and Princess Cadance looked at in shock, both of them reminded of King Sombra. And it wasn't a bad comparison, either; the monster simply hovered in place with its hands open while looking at the group. It didn't take them long to realize it was letting the Element of Magic and the Chaos Emerald come to it!

Immediately, Blaze, Silver, Vector, and Espio leapt into action, Silver focusing his psychokinesis on the creature, Blaze unleashing flames from her hands, and Vector breathing fire from his mouth. All this only pushed the creature back a little bit; now it was moving forward to grab the crown and the Chaos Emerald. After throwing an exploding throwing star at the creature, Espio looked back and said, "We'll hold it back! Just get the Chaos Emerald and the crown!" Sonic, Rainbow, Spitfire, and Soarin nodded, the four of them running past them to retrieve the objects.

As they spread their wings, Rainbow, Soarin, and Spitfire looked at Sonic as he came to a stop just a little ahead of them and leapt straight up. Spike noticed the way he jumped and excitedly asked, "Oh man, is he gonna do it?!"

Watching Sonic as he spun in midair, Scootaloo smiled, "I think he is, Spike!" Before anyone could ask what they were talking about, Soarin, Rainbow, and Spitfire came to a stop as Sonic suddenly shot forward, an aura surrounding him and a nearly invisible ring spreading out from where he was a second ago. In less than a second, he caught up with the Chaos Emerald and grabbed it with his right hand!

"What in tarnation?!" Applejack exclaimed as Sonic flipped over and pressed against the palm of the monster's right hand feet first before turning and boosting towards its left hand.

As Sonic retrieved the Element of Magic in his left hand as the creature was about to grab it, Twilight smiled, "It's the Sonic Boost, Applejack!"

Sonic leapt out of the creature's hand before it could close its fingers around him, going straight up and performing one last trick in the air as it tried to grab him with both hands, the combination of his trick and his friends' helping causing it to miss. As Sonic went down, the creature growled and disappeared back through the void, which closed up immediately after it went through, Silver, Blaze, Vector, and Espio stopping their attacks after it was gone.

Spitfire, Soarin, and Rainbow Dash stared at Sonic in amazement as he landed, the hedgehog standing up straight and flipping the Chaos Emerald up, catching it behind the Element of Magic in his left hand as he asked, "Pretty slick move, huh?"

Soarin gave him an excited grin in answer to his question while Spitfire nodded in approval, one of her eyebrows raised. Rainbow continued to stare at him in shock for a moment before she closed her mouth and grinned, "That. Was. AWESOME!"

* * *

><p>Yeah, okay, I know what the first thought going through your heads is: "What happened to your policy of using different levels than the games?" And I'm sure some of you are wondering why I suddenly decided to sneak Marine in there when I previously said it was unlikely I would. Well, hopefully, you're all not too burned out from this 40,000 word beast to hear me out.<p>

To be honest, my decision to include Planet Wisp in this story and have Marine appear arose thanks to two of my readers (you know who you are). Originally, this chapter was just going to feature Sweet Mountain and no Marine, but I ran into a few difficulties as I was working my plan for this chapter out in my head: at the times where the group decides to split up (when Sonic's group goes to Planet Wisp) and Marine makes her entrance, I had nothing there. I wasn't exactly sure what to put there to make a smooth transition and keep the story flowing. Then I got the question regarding Marine and the request to have Planet Wisp make an appearance and boom! I had a way to fill in the gaps. So I want to extend my thanks to axeseeker and bvge for your help. It's possible I could've decided to fill in the gaps that way myself, but you guys focused my thoughts for me.

But I'm sure you're wondering, in that case, why choose Planet Wisp if it was just a request? Why not pick go with another level from "Sonic Colors"? Well, to be perfectly honest, I probably would've gone with Asteroid Coaster as the accompanying level if it weren't for one detail: like with Windy Valley, I didn't want to spend a lot of time focusing on the accompanying level and make this chapter, like, super huge. So I also picked Planet Wisp because, between two versions of "Sonic Colors" and the console/PC version of "Sonic Generations", Planet Wisp has... well, its kind of been done before. I'm not sure there's much I could do with it that no one hasn't seen before. That makes it perfect for a short trip away from the main level. And it also kind of makes an overall "Sonic 4: Episode II" reference, seeing as I basically copy and pasted the Metal Sonic battle from "Sonic Generations" earlier (yeah, Tails and Spike fought him instead of a Sonic, but the overall battle was pretty much the same; reusing Planet Wisp refers to how Sky Fortress Zone was the only zone in Episode II to look like a rehash of a previous zone, in this case Wing Fortress).

Ahem... anyway, the reason I didn't use Asteroid Coaster or any other level, aside from Tropical Resort, was because the short trip would force me to cut the exploration of the area short, and for a level like Asteroid Coaster, that's no good. Whether it's the main level or an accompanying level, that's one level that should have some depth to it, not just scrape the surface. As such, these are the pairings I decided on for the "Sonic Colors" levels:

Sweet Mountain & Planet Wisp

Starlight Carnival & Asteroid Coaster (reference to Galactic Parade from "Sonic & All-Stars Racing Transformed")

Tropical Resort & Aquarium Park

Be on the lookout; I may try to do something with the other two pairs in the future.

Now that that's out of the way, let's briefly talk about "Sonic Colors". In regards to the two versions, I obviously believe that the Wii version is the canon version, considering that's the version that sets up the events of "Sonic Generations" while the DS version is a little more ambiguous about what happened to Eggman at the end of the game. At the same time, though, I believe there are bits and pieces of the DS version that could, in future Sonic games, be confirmed as canon, such as how some of the Wisps act or some of the things Sonic's friends were talking about. As such, I decided to squeeze in some references to the DS version here (such as the giant hot dog robot, using the Yellow Wisp on Planet Wisp, and the DS version of Captain Jelly). I think it's also funny how, between two versions of the game and "Sonic Generations", the only time we ever see the inside of the structure that Eggman is building on Planet Wisp is during Classic Sonic's level, so we never really figure out what he was building besides the tractor beam and generator. I think it was a base, considering I saw some similarities to Scrap Brain Zone in Classic Sonic's level, so that's where that comes from.

I'd like to mention that my, uh... beta reader suggested having Time Turner/Dr. Whooves appear in this chapter and have Derpy have a larger role along with Dinky. Considering how long this chapter turned out to be as it is, adding even just Time Turner/Dr. Whooves would have surely made this chapter, like, 60,000 words. So sorry about that, guys. You'll have to be content with his cameo during the changeling battle.

Also, I hope I got Shining Armor down correctly here. I've seen plenty of depictions of him in other fanworks and I'm trying to stay close to how he is in the show. I'm not sure if I strayed a bit far here or not, but let me tell you: that moment where Shadow tears Shining Armor a new plot hole is going to come up later, so if you're going to mention spots that could use improvement, don't mention that one.

Finally, I'm sticking to my "no crossover shippings in this story" policy. Shining Armor and Cadance thinking that Sonic and Twilight are in love is debatable (because I like shipping those two together), but that's part of the reason why they're both clueless here. I also threw in that bit with Rarity hugging Silver and him blushing as a reference to all the RarityxSilver fans out there.

Before we get to the author's notes, let's do the Wisp roll call! I thought some of the things the Wisps did in the games was due to Sonic being, well, a hedgehog and that anyone else might have something different happen to them, so I'm going to list those differences as well. Here we go:

White - not used, but did appear at the beginning of Planet Wisp; Yacker is mentioned but not seen

Cyan - Twilight and Rarity (fire a non-magic based beam from their horns that can change directions in mid-flight)

Yellow - Sonic

Pink - Applejack (gains spikes on her back and grows three on each of her hooves, which she uses like Wolverine from "X-Men")

Orange - Spike (same as Sonic; originally, I was thinking of having him maybe sprout wings and the rocket power comes out from beneath them, similar to Krang from the 1987 TMNT cartoon series when he's in his android body, but I didn't like this idea)

Blue - Rainbow Dash and Fluttershy (same as Sonic)

Green - Celestia (similar to Sonic, but her flowing hair and tail are taken into account)

Red - Spitfire (similar to Sonic, but she looks more like a life-size version of her cutie mark (like a phoenix))

Purple - Pinkie Pie (same as Sonic, but has a cotton candy tail instead of a spiky tail)

Violet - Luna (similar to Sonic, except she uses her magic to produce the void in front of her instead of turning into it; turning into Nightmare Moon was a part of the prank she and Celestia were doing)

All right, that's that. Now, onto the chapter notes!

Blaze's ability of using her flames to heal Trixie rather than harm her is an idea I've been using in another story. I've seen examples of people who can control fire really well being able to will it to not harm others, so I adapted it in my "Pokémon" story series.

Sonic having a cell phone is a reference to the iPhone version of "Sonic 4: Episode I", which had a unique idle animation of Sonic pulling out an iPhone and holding it up to his ear to listen to music (note that I didn't say what kind of cell phone he has here, just hinted at some of its features). He even does it when he's Super Sonic!

Tails' explanation of the device controlling Trixie references both the Sonic X episode "How to Catch a Hedgehog" and the 2007 Free Comic Book Day special for the Archie comics.

When Tails and Trixie were talking, I was thinking of having Tails sing "Speak With Your Heart", but I felt that the lyrics kind of didn't match up well, and considering the mixed reception to "Live Life", I didn't think it was such a good idea. So I had him reference the lyrics instead.

I should probably point out that one of the chapters I made alterations to was the Queen Chrysalis chapter, specifically adding in a few mentions of her name. I don't know at what point in time the "Friendship is Magic" comic series takes place, whether it's before season 3 or somewhere in the middle of it, but I wanted to reference it, specifically the first/current four-issue arc featuring the changelings, and the characters actually say Chrysalis' name in it. When Shining is wondering if it's the first or the second time the changelings have invaded Ponyville, he's referencing the changelings capturing the Ponyville ponies in the first issue.

Sonic's mention of another candy land with cotton candy clouds is a reference to the game "Sugar Rush" from "Wreck-It Ralph", which does, in fact, have clouds that are made of cotton candy (different from Discord's, obviously).

I know that the missiles in the Wii version are filled with confetti and they're filled with balloons in the DS version, but in the most recent volume of "Sonic Shorts" by the Sonic Paradox team, they joked that the missiles were filled with candy. So that's where that comes from.

One of the names Silver suggests for Twilight's version of the Psychic Knife is Mana Sword, which Tails thinks is already taken. This is a reference to the game "Secret of Mana".

The donut river ride is just something I made up. I wasn't sure what kind of ride Eggman (over the PA) was talking about that used donuts, so I made up one of my own.

Princess Celestia's interest in the donut after hearing people have been sitting on it is a Molestia reference. If you're familiar with the "Ask Molestia" tumblr, you might remember when she and Luna went to the Wondercon and Celestia came back with spandex... from the volleyball players.

This is the song Sonic was playing on his cell phone: www. youtube watch?v=hIGWR3fK2lw

The whole Chocolate Milk Sea is something I came up with after looking at the battle against Captain Jelly on the DS again. The water under the platform that Sonic's on looks dark, kind of like chocolate milk.

Vector's "Find the Computer Room!" and the password to Eggman's system being 'PASSWORD' were inspired by issue 47 of "Sonic Universe", where Vector kept repeating the line and Espio found that that was the password.

The battle against the Egg Pawn army was inspired by the scene in "Turtles Forever" where the 1987 Turtles and 2003 Turtles and Splinter are battling 1987 Shredder's Foot Soldiers, Bebop, and Rocksteady in front of the Technodrome.

Sonic wondering where Marine came from is a reference to the raccoon's surprise appearances near the end of "Sonic Rush Adventure", seemingly showing up out of nowhere.

When they attack Captain Jelly, the Babylon Rogues' Extreme Gear briefly transform into their respective forms in "Sonic Riders: Zero Gravity".

Marine's line "You're a princess" is a line said by Sonic in the "SatAM" episode "Dulcy" to Sally.

Wave being easy to anger when her Extreme Gear is messed with is hinted at in the games, but it's rather pronounced in several issues of the Archie comics.

The Time Eater appearing at the end is a reference to the 3DS version of "Sonic Generations", where, instead of Modern Sonic using the Boost to get the red Chaos Emerald, he uses it to keep the Time Eater from attacking Classic Tails.

I think that's about it. I'd like to hint that there's a possibility that Sonic might be going solo on the Modern Era boss, but I could still change my mind.

See you guys later!

Music:

The Way Children Are - www. youtube watch?v=ZXK9VTgnDNk

(Not) Leaving Well Enough Alone - www. youtube watch?v=ijwLgC2SVIs

Silver's Show - www. youtube watch?v=LTx6iJG9kJ0

The Explanation - www. dailymotion video/xe430i_kamen-rider-w-nobody-s-perfect-subb_m usic#.URUxrmepiTZ

Standing Up for Trixie - www. youtube watch?v=TGtJVQmHmIM

Tails and Trixie's Talk - www. youtube watch?v=2lg9sh4qc0A

Hospital Trip - www. youtube watch?v=RjJEFshqwC8

Dark Reunions - www. youtube watch?v=pQ-bjZD1EnI

A Wound That Never Heals - www. youtube watch?v=6LB7LZZGpkw

Ponyville Hospital - www. youtube watch?v=eTwUAtlo2jw

Candy Paradise - www. youtube watch?v=XZTtRfRW94U

The Babylon Rogues (Minus One) - www. youtube watch?v=cK9Cj_fCyPc

Exploring the Park, First Wisp - www. youtube watch?v=qqHAL2tgj-g

Rolling Down the Chocolate River - www. youtube watch?v=cHpW0Zp3Rj0

Chocolate Waterfall! - www. youtube watch?v=3jeNXmM9N6s

Pinkie Pie Surprise - www. youtube watch?v=iy7MyL35EvI

Planet Wisp - www. youtube watch?v=KZMizJiLE_Y

Spiked Apples - www. youtube watch?v=-G73lPQlGAI

Confrontation - www. youtube watch?v=9VPSD1_8_C4

Breaking Into the System - www. youtube watch?v=qjqJdx3dRsA

Adding to the Fire - www. youtube watch?v=626UurYhyms

Nightmare Moon?! - www. youtube watch?v=xSK9-vzu6tU

Not Exactly What Was Expected - www. youtube watch?v=uIxr0RKor2w

Egg Pawn Brawl - www. youtube watch?v=27AJ8QqAg0Y

Taking the Captain - www. youtube watch?v=uFvanEzzAIU

Setting an Example - www. youtube watch?v=26ZeKmRz3sg

Goodbye Sweet Mountain, Hello Bad Seed - www. youtube watch?v=HQRdfLGNpEM

The Sonic Boost - www. youtube watch?v=DI5eTsaW3uc


	15. Egg Wyvern

Following the scene at the hospital, the group once again headed for Sugarcube Corner to regroup, thankfully not having to deal with any curious foals on the way there this time. When they got there, they found Mayor Mare and the Cakes on the front step, the tan earth pony evidently having been looking for the group. Mr. and Mrs. Cake ushered everyone inside, both of them and Pinkie Pie going into the kitchen afterwards and Shining Armor and the princesses taking Mayor Mare into the back where they were earlier to talk while the rest of them spread out around the shop, Soarin quickly trotting over to one of the display cases to get a good look at the pies and the Cutie Mark Crusaders moving off to the side near it so Apple Bloom, Sweetie Belle, and Scootaloo could talk to Babs.

Currently, Tails, Blaze, Twilight, Rainbow Dash, Rarity, and Spike were clustered around the Main Six's favorite table. Atop it, in the center, sat the six Elements of Harmony and the six Chaos Emeralds that had been recovered so far. Tails was checking something on his radar while both Rarity and Spike eyed the Chaos Emeralds for their own reasons. The ponies in the back looked over as Twilight said, "So, with the Element of Magic restored, we've fully reunited the Elements of Harmony once again."

Without looking up from his radar, Tails nodded, "Yep. And according to my analysis, it doesn't look like either the Element of Magic or the red Chaos Emerald suffered any negative effects due to being turned to stone. I think I can safely say that, barring any outside influences, the Elements of Harmony will work perfectly when they're needed."

Spike began to discreetly reach for the Chaos Emeralds as Rainbow Dash asked, "What do you mean by 'outside influences', Tails? We've got the Elements of Harmony, and we're all together. Why wouldn't they work?"

Tails looked up and said, "I'm not saying they won't, Rainbow. I'm just being open-minded here." Rainbow raised an eyebrow at him in confusion.

Blaze spoke, "Don't get upset by what Tails is saying, Rainbow Dash. It never hurts to think about a situation realistically. He's just saying there's a chance that," she stopped short upon noticing Spike reaching for the green Chaos Emerald and the look on his face and used her left hand to push the gems away before finishing, "something could come up that you're not expecting." She then glanced at Spike out of the corner of her eyes, the baby dragon giving her a sheepish look.

Rainbow said, "Okay, I'll agree with that. But still, we've got all the Elements of Harmony! We can take down that thing that messed with our worlds now!"

Rarity looked up at her, "That's true, Rainbow Dash, but I can't help but feel we're not quite prepared yet."

Marine piped up from behind Blaze, "Oy, she's right, mate! You're a doubloon short of a treasure!"

Tails nodded, "Right. We're still missing a Chaos Emerald. We should be fully prepared before we try to find that creature."

Twilight looked at him and asked, "How long will it take to locate the last Chaos Emerald?"

Tails looked down at his radar and started moving things around on the touch screen while saying, "The Chaos Emeralds are like magnets; they have the power to attract each other. I'm trying to use the energy signatures of the ones we have to hone in on the last one. It shouldn't take too long to find it."

Derpy flew over and asked, "You're looking for something? Anything I can do to help?"

Rainbow Dash quickly turned to her and said, "No, that's fine, Derpy! We can handle it!" She wrapped her right foreleg around Derpy and grabbed a stool with her left hoof, flying over to the other side of the shop with both in tow. She stopped in front of the window, across from Silver, Espio, Vector, Spitfire, and the Cutie Mark Crusaders and next to Charmy and Sonic (who was leaning against the wall) and let go of the stool and Derpy. "Tails knows what to do for this kind of thing, so you just sit over here and let him work, okay?" the rainbow-maned pegasus asked. Derpy nodded after a moment and plopped down on the stool while Rainbow flew back over to the table.

Shortly after she sat down, however, Derpy's stool suddenly leaned back towards the window and the gray mare fell backwards! As she fell, she reached her forelegs out and wrapped them around Charmy's waist, the bumblebee grabbing Sonic's right arm with his left hand as he was pulled along with her. "Whoa!" Sonic exclaimed as Derpy pushed the window open and they all fell out, raising a cloud of dust as they all landed.

"Oops! My bad!" Derpy said.

Silver ran over to the window and looked out, "Uh, are you guys all right?"

Sonic sat up a moment later and said, "Yeah, we're fine." He then looked over at Charmy and Derpy before adding, "Well, most of us are."

Before Silver could ask, Charmy sat up, his helmet having somehow being twisted around when he fell to cover his eyes, and asked, "Duh, who put the lights out?" Sonic reached over and placed a hand on the bee's helmet, turning it around to its right position. "Oh, thanks! I can see just perfectly now!" he said happily. Sonic resisted the urge to roll his eyes.

Silver looked back at the blue hedgehog and asked, "What about Derpy?" They both looked over at the gray pegasus, but she simply sat up and smiled, her eyes still going in different directions. The two hedgehogs looked at each other and shrugged before Sonic stood up and climbed through the window, Charmy and Derpy following behind him.

After Silver closed the window, Pinkie came bouncing out of the kitchen with a tray balanced on top of her head. She came to a stop near the front counter and spoke, "Hey guys, Mr. and Mrs. Cake just whipped up a fresh batch of muffins! Anypony want some?"

Derpy's eyes focused for a second as she smiled, "Muffins?" She spread her wings and flew over to Pinkie, her eyes returning to Derpy normal as she did.

Sonic walked over to the table while Pinkie began bouncing around the shop, Derpy desperately reaching to grab one of the muffins as she moved. The Mayor came down from the back and walked over to Sonic, saying, "Oh, that Derpy and her love of muffins."

Sonic commented, "Seems like she makes things interesting around here."

While watching Derpy successfully get her hooves on the muffin tray and Pinkie congratulate her, Mayor Mare nodded, "Yes, whether it's coming here to Sugarcube Corner to sample a new treat or doing her job, she certainly keeps Ponyville lively." She then turned to Sonic and said, "The princesses and Prince Shining Armor just explained things to me. Are you, Twilight, and the others going to set things right now, Sonic?"

Sonic turned to the tan mare and replied, "Not just yet. I'm not saying anything about the power of the Elements of Harmony since I've never seen them in action before, but it can't hurt to be fully prepared before we go after that creature. But I promise you, Mayor, it won't be long before Ponyville's back to normal."

Mayor Mare sighed, "All right, I understand. Just please try to hurry if you can. Ever since that… monster appeared over Ponyville, everypony has been quite worried about it coming back, especially now when the repairs from the changeling attack are almost complete."

Espio spoke up from the other side of the room, "I can understand their worry. With that creature appearing near the hospital, there's no telling what it will do next." He looked up at Vector and asked, "Any thoughts, Vector?"

The crocodile replied, "Your guess is as good as mine, Espio. To be honest, I'm wondering what happened to that Jet punk and his crew. We haven't seen them since we got back! They'd better not be up to something!"

Sonic shrugged, "Anything world domination-related and beyond never seemed like Jet's cup of tea, Vector… but you're right. Even with Wave being angry, it is kind of weird that the Babylon Rogues took off on us like that."

Spitfire spoke, "I don't like it either. Those birds may have been willing to work with us earlier, but now we don't even know where they are. Their leader especially seems like the kind to do something for his own gain. Those birds don't belong in the sky; their kind messes it up for the rest of us fliers."

Rainbow Dash nodded at her, "No argument there, Spitfire ma'am! Those guys definitely seemed like the crooked type! You think we should worry about finding them?"

Spitfire replied, "I would like to know what they're planning, but all of us looking for them isn't a good use of anypony's time. You guys should focus on finding this missing Chaos Emerald and stopping that monster."

Soarin looked up from the display case and asked, "So… does that mean the two of us are going to be keeping an eye out for them, Spitfire?"

The captain turned to him and said, "I was thinking of something along those lines, Soarin, yes. Why? Are you craving another pie?"

Soarin smiled at her, but replied, "No, I think I'm good, Spitfire… for now, anyway. I'm ready to get back to work." Spitfire nodded at that.

A moment later, a beeping sound came from the table and everyone turned to look; the Cakes even poked their heads out from the kitchen. "I'm getting a signal! It's coming from the Chaos Emerald!" Tails said.

Pinkie suddenly popped up on his left side between the table and the display case and smiled, "Ooh, already? That was super quick!" Despite being surprised by the pink pony's sudden appearance, Tails began sliding his fingers around on the touch screen of his radar, trying to get a fix on the signal's location as the Cakes returned to the kitchen, now knowing that there was nothing wrong.

Twilight asked him after a moment, "Where's it coming from?" Tails took his fingers off the radar a second later and turned it towards her to let her see, Rarity, Spike, Rainbow Dash, and Pinkie Pie leaning over to look as well.

While they were looking, Applejack walked over to the table and spoke up, getting everyone's attention, "Just a sec', y'all. Ah know we gotta get movin' and all, but before we go rushin' off, Ah'd like ta take Apple Bloom and her friends back ta Sweet Apple Acres. Big Macintosh and Braeburn should have noticed they're not in their clubhouse or on the farm by now. They're probably worried sick!"

Fluttershy walked up beside her and meekly said, "Um, I can do that for you, Applejack. In fact, you girls, Spike, Sonic, and Tails can go ahead without me!"

Sonic asked, "Why would we do that?"

Fluttershy replied, "W-Well, we have to get moving, right? Like Applejack said? S-So…"

Tails said, "But we can't go without Applejack or you, Fluttershy. This isn't like when each of us had something to take care of. We're getting close to fixing all this; it wouldn't feel right going without either of you."

Applejack smiled at him while Fluttershy stuttered, "O-Oh, w-well…"

Pinkie Pie suddenly wrapped her hooves around him, saying, "Aw, that's so SWEET of you, Tails!" She then remembered what Applejack said and asked, "But what about the girls? Applejack wants to take them back to Sweet Apple Acres; who's going to do that?"

Blaze spoke, "If I may be allowed to do so, I will. We are starting to get a bit too crowded to be able to move very fast, and I would rather not slow anyone down if possible. I am also concerned about that creature. It could appear again at any time."

Across from her, Silver said, "That's true, especially after it tried to grab the Chaos Emerald and the Element of Magic earlier. No telling where it'll appear next."

Blaze nodded, "Exactly. Therefore, I believe I will stay behind to make sure the girls get back to Sweet Apple Acres safely as well as keep an eye on Ponyville."

Vector spoke up, "Well, if that thing does show up again, you can count on the Chaotix Detective Agency to come rolling in to help!"

Espio glanced at him, "I hope you're not thinking you can grease the wheels and get a little something extra for our services, Vector."

Charmy giggled as he flew up alongside him, "Protecting towns from big scary monsters isn't detective work, silly!"

While Vector began to rage at Charmy, Silver turned to Blaze and said, "Well, that aside, I'll stay behind too. Shadow and his team are great, but they also can't be everywhere at once. We managed to repel that thing once; if we have to, I'm sure we can do it again." Blaze nodded in agreement.

Mayor Mare spoke, "I thank you all for volunteering to help protect Ponyville while the rest of you resolve this mess. You all truly do right by our fair city."

Marine almost immediately piped up, "Fair dinkum! Sonic and Tails always try to do right! And Blaze too! She is a princess, after all! She won't let you down, and I won't either!"

Babs, who had been listening along with her fellow Cutie Mark Crusaders, spoke up at this, "Whoa, wait a minute! She's a princess?" She looked at Apple Bloom and asked, "Why didn't you tell me, Apple Bloom?"

The olive filly nervously rubbed the side of her head with a hoof as she replied, "Well, Blaze doesn't really like bein' called a princess, Babs. Ah guess Ah thought she'd get mad if we mentioned it…"

Sweetie Belle asked, "Is there a problem, Babs?"

The orange-brown filly looked off to the side nervously, "I don't know. Should we really be troublin' somepony so important with somethin' like keepin' an eye on us?"

Scootaloo smiled, "It's not like that, Babs. Blaze let us hang around earlier and even told us a little bit about her. She seemed like she was cool with us." Babs' gaze shifted to the ground, still looking doubtful.

Blaze walked over and knelt next to Babs, the filly looking up at her as she said, "If it makes you feel better, Miss Seed, your cousin Apple Bloom is right; I do not prefer being referred to as royalty. My title does not mean much outside of my home dimension as it is, and I do not enjoy the thought of it making others think they have to act a certain way."

Babs glanced to the side, "But they still do once they know you're a princess, right?"

Blaze replied, "Not always. I'll have you know that, when I was younger, I occasionally found myself the subject of teasing."

Babs looked up at her with wide eyes, "You were?"

Blaze nodded, "Indeed. I'd hardly say that, deep down, I'm really all that different from any of my people."

While they continued conversing, Fluttershy looked at Sonic and asked, "Why would anypony want to tease Blaze? She's so nice… How could they be so mean?"

Sonic scratched his head for a moment before shrugging, "Well, I wasn't there, and I'm not going to pry into her personal business without her permission, so I wouldn't know." He then looked over at Twilight and asked, "So what are we doing, Twilight?"

The lavender unicorn looked back at him and replied, "We're going mountain climbing."

**Soon, at the path leading out of Ponyville**

Sonic, Tails, Spike, Shining Armor, the Main Six, and the princesses looked at the path in front of them. At the end of the path, beyond the farm fields along the sides, was their next destination: the mountain containing the cave where the girls had met their first full-grown dragon. "So that's the spot, huh?" Sonic asked.

Tails glanced down at his radar for a moment before looking back up and saying, "Yeah, definitely." He looked at Twilight and asked, "Any ideas where we should look, Twilight?"

The lavender unicorn replied, "Well, there's a cave at the top where a dragon was going to be taking a one hundred year nap. That's about all any of us saw in the two times we were all up there."

Sonic raised a hand to his chin, "Huh. So that's how long a dragon sleeps." He looked down at Spike and asked, "You don't have any bad habits like that yet, do you, Spike?"

Spike looked up at him, "No way! I was trained to be an assistant! I always get up early!" He then blushed, remembering a few times in the past, and glanced down at the ground before adding, "W-Well, usually, anyway."

Rainbow Dash snickered at his embarrassment while Rarity said, "Oh, I'm sure he never will, Sonic. Spike is a very punctual and hard-working dragon, after all! It wouldn't be like our little Spikey-Wikey to suddenly do such a thing." Spike smiled happily at that.

Rainbow Dash spoke up, "Yeah, okay, that's great and all, but we've got to get going! The sooner we get that last Chaos Emerald, the sooner we can defeat that monster!"

Everybody nodded except for Fluttershy, the pink-maned pegasus looking a bit nervous at the idea of going back to that mountain again. Applejack noticed and walked over to her, placing a hoof reassuringly on her side as she said, "Now don't you worry about a thing, Sugarcube. We ain't seen that dragon since he agreed to find another place ta sleep, and we already dealt with all them loose rocks last time. This time we oughta be able to climb up without any troubles."

Princess Luna nodded, "I agree with Applejack, Fluttershy. And remember, should we encounter any dangers, we are all together; we can defend each other."

Although she was still a bit nervous, Fluttershy stood up straight and nodded, "O-Okay, Applejack and Princess Luna. I… I'll try to be brave." With that, the group started down the path, leaving the colored area of Ponyville and walking back into more whiteness.

As they were walking along the (somewhat) outlined path, Tails raised the question, "Uh, Applejack? You said something about loose rocks; is there any chance we'll see any on the way up?"

The orange earth pony looked over at him and replied, "Ah doubt it, 'less we all start yellin' 'bout somethin'. Other than that, Ah'm sure we won't have ta deal with nothin' like the last time we went up this mountain."

Princess Celestia spoke, "Ah yes, I remember receiving the friendship report for that one. That lesson on understanding one another's problems and working to sort them out while working through the situation at hand was a very fine one indeed. And I know the pony farmers and the rest of Ponyville must've been relieved that they don't have to worry about any more rocks suddenly coming loose on top of them."

Rainbow Dash nodded, "Yeah, especially since none of the farmers who live around here saw it coming. They usually try to send word about that kind of thing; guess even they weren't expecting those rockslides to happen."

Tails scratched the side of his head, "So… you're saying that a bunch of rocks on the mountain just suddenly came loose and started coming down?"

Rainbow waved a wing dismissively, "Yeah, that's all it was. No biggie."

Shining Armor looked over at a farm field as they walked by and commented, "Well, it looks like those rocks are being put to good use."

Sonic looked at another field and nodded, "Yeah. If I didn't know any better, I might've guessed the ponies out here farmed rocks instead of, well, crops."

Pinkie suddenly popped up next to him and said, "My Mama and Papa own a rock farm! I used to work with them and my sisters when I was an itty bitty little Pinkie, especially before I got my cutie mark! I was surprised when I heard that Papa let Trixie work on the farm before she came back to Ponyville! She was lucky he let her; Papa used to be so strict about who he let work on the farm! He could be real strict sometimes, especially…"

While Pinkie went on, Sonic glanced at the others and asked, "A rock farm? How does that work?"

Rainbow quickly said, "Don't ask her. Trust me, that's a bad idea; I should know." She shook her head, remembering the costumes Pinkie magically had on hand when the girls went to the Changeling Kingdom so that they could avoid mixing each other up. She was grateful that Pinkie had seemingly forgotten about them this time around.

Sonic shrugged, "Uh… okay, then." He glanced over at Twilight and noticed she was looking at the mountain intently for some reason. Facing forward again and noticing they were getting close to the base of it, he wondered if Twilight was thinking the same thing he guessed Tails was: that something about the rocks on the mountain coming loose suddenly and without the ponies who lived near the mountain seeing any signs that something like that was about to happen seemed unusual to say the least.

It wasn't long before the group had reached the base of the mountain, all of them looking up at the steep cliff in front of them. Shining Armor broke the brief silence, "Uh, Twilight? Is there a path leading up around the side of the mountain or something like that?"

His sister answered after a moment, "Uh, yes there is, Shining. We can go around the mountain to go up, or we could go straight up the side of this cliff."

Rainbow piped up, "Let's do that. That's the fast way. And since there's no dragon this time around, Fluttershy's wings should work."

The shy pegasus looked back at her still-folded wings at that, slightly moving them but not extending them. "O-Oh, um, I-I don't know, Rainbow…" she murmured. Rainbow (barely) repressed the urge to let out a groan of exasperation at this.

Tails stepped up next to her and offered, "I could be your flying buddy, Fluttershy. You know, to make sure your wings don't suddenly lock up before we get up to that ledge."

Cadance nodded, "That's very nice of you to offer, Tails. And if neither of you mind, I'll fly with you both!"

Fluttershy smiled, "O-Okay. That sounds like a wonderful idea." Tails nodded in agreement.

Rainbow said, "Well, come on, then! Let's get up this mountain already!" She flew up the side of the mountain, landing on the closest ledge above and looking down at the rest of the group.

Applejack shook her head, "Typical Rainbow." The other four silently agreed with her, though they were all glad the pegasus didn't try to fly straight up to the top like the time with the dragon, and, after Twilight had Spike climb up on her back, they started up after her. Applejack, Pinkie Pie, Rarity, Twilight, and Shining started walking up the side of the mountain while Tails, Fluttershy, Cadance, Luna, and Celestia flew up just above them. It took them all about a minute to get up to Rainbow, the rainbow-maned mare doing her best to remain patient.

Once they were all up, Rainbow looked around and asked, "Hey, where's Sonic?" She was answered not a second later with a quick gust of wind at her side and she turned to see the blue hedgehog standing there with his arms crossed.

"You rang?" he smirked.

"How did you get up here?" Shining asked.

Sonic shrugged, "I took the long way around. Seemed like the better choice." Shining shook his head, but smiled all the same.

Rainbow smiled as well, "Well, all right! Let's get moving, then!" With that, everyone started up the trail leading to the top of the mountain.

As they walked, Tails kept looking up curiously, eying the side of the mountain next to him. Luna noticed and, as they hugged the wall to their left, walked alongside him and asked, "Do you have something on your mind, Tails?"

The fox looked up at her and replied, "Uh, sort of, Princess Luna. I'm looking for the spots where the rocks came down. After seeing all those rocks down there, I'm curious how severe the rockslides were."

Applejack looked back at him, "We should be comin' up on the spot soon, Sugarcube. Ya can get a look-see real quick."

From up ahead, Sonic called back, "You'd better look down and watch your step before you do that, Tails. It's kind of steep here." Tails looked forward and saw Sonic leap over to Rainbow Dash, Twilight, Rarity, and Shining Armor following him. As he got a little closer and saw Pinkie Pie jump and Fluttershy and Cadance fly over to the others, he saw that there was a break in the path with nothing but air bridging it. He, Celestia, and Luna came to a stop near the break while Applejack jumped over to the others.

After she landed, Applejack turned to look at Tails and, while pointing upwards with her right hoof, said, "Up there, Tails! That's the spot!"

Celestia, Luna, and Tails all looked up to where she was pointing, Sonic, Spike, and some of the ponies looking up as well. Despite the complete whiteness of the mountain, they could see some small ledges further up along the steep cliff face. After a moment, Tails asked, "You mean the rocks fell from those ledges up there?"

Rainbow called, "No, they slid down the mountain! You know, from up near the top!"

Tails squinted as he looked further up, looking for some sort of sign to confirm what Rainbow Dash had said. "Are you sure? I don't see any ledges that high up," he said a few seconds later.

"I do not see anything either," Luna commented.

Pinkie piped up, "Ooh, ooh! I remember now! This IS the spot where the rocks were coming down! We couldn't go all the way up because rocks were rolling down across the path, but we found a hole in the mountain up on those ledges, and inside were all these cracks running up and down the inside! We used some of the rocks and Twilight's magic to seal them, and then the rocks stopped coming down!" She looked at her lavender friend and asked, "Right, Twilight?"

Twilight glanced at her for a moment before saying, "Yeah, that's right. The shaking stopped soon afterwards and the rocks stopped falling. That… fixed the problem."

Celestia looked down at Tails and asked, "Does that satisfy your curiosity, Tails?"

The fox scratched the back of his head with his right hand as he replied, "I guess so." Celestia nodded and then spread her wings, leaping over to the other side with the others. Tails and Luna shared a look before they followed her over. As they continued on, Tails took one last look up at the cliff face and thought, "_That's weird… If there really were rockslides up there, it should be pretty easy to see the collapse. But that cliff face looks intact…_" Shaking his head, he turned and ran to catch up with the others.

Not long afterwards, the group began to see dirt along the side of the path. "Pray tell, could somepony tell me why this dirt appears to be misplaced?" Luna asked as they walked.

"Uh, that would probably be because of the avalanche that happened the first time we came up here, Princess Luna. Ended up knockin' some rocks and dirt loose up ahead. Ah'm guessin' some dirt fell back here too," Applejack explained.

"Ooh, I certainly remember that avalanche, and having to climb over that big pile of dirt afterwards," Rarity shuddered.

Rainbow looked at her, "What's the big deal, Rarity? It wasn't hard to climb over."

Rarity glanced at her sharply, "You say that because you flew over it, Rainbow. The rest of us had to walk over it."

Before Rainbow could respond, Pinkie piped up, "Ooh, lookie!" Rarity and Rainbow looked where she was pointing and saw that, around the bend… the path was clear.

As the group stopped where the path curved, Applejack asked, "What the hay? There used ta be a huge pile o' dirt blockin' the way! We didn't clear it when we came down; what happened ta it?"

Spike shrugged, "Maybe it fell down during the rockslides? The whole mountain could've been shaking during all that."

Shining rubbed his chin with a hoof, "That is possible, Spike."

Rainbow said, "Yeah, that's gotta be what happened. I mean, what else could've caused a dirt pile to disappear?" She noticed Pinkie taking a deep breath and turned to her, saying, "I wasn't looking for an answer, Pinkie!"

While they started talking, Sonic noticed Twilight was eying the bend ahead with an unsettled look on her face. Curious, he looked as well, but couldn't see anything unusual from where he was standing. Without warning, he suddenly dashed down the path, going around the curve and heading for the bend. "Hey, where are you going, Sonic?" Tails called in surprise.

The blue hedgehog came to a stop at the bend and turned to look at the wall, at which point he saw something unusual. He looked towards the others and called, "Hey guys, come look at this!" Everyone hurried over to him, spreading out so they could all stand on the mountain path and get a good look. They saw what had caught his attention.

In the side of the mountain wall was what appeared to be a large indentation, the inside of which seemed to curve, almost like the inside of a bowl. It did not look as smooth, however; near the bottom of the inside were what appeared to be two rows of jagged rocks, and near the top was a pair of rocks that stuck out from the rest of the indentation.

"What is it?" Cadance asked.

Sonic shrugged, "Beats me. But it sticks out like a… well, a hole in the wall."

Celestia looked at Twilight and asked, "Do you have any idea what created this, Twilight?" The lavender unicorn shook her head.

Fluttershy squeaked, "Um… maybe it was always here? I mean, maybe it wasn't, but we wouldn't have known the first time we came up here…"

Rainbow nudged her, "Yeah, you're right, Fluttershy. It's probably been here this whole time and was buried under the dirt when that avalanche came down!"

She looked at Tails when the fox spoke up, "I don't know about that, Rainbow." He had his radar out and was pointing it at the indentation. "I'm getting some odd readings here. They're faint, but they look familiar somehow…" he mused.

Applejack asked, "What do ya mean, Sugarcube?"

Luna added, "Are you suggesting this is somehow… recent?"

Tails looked up, his arms dropping to his sides as he said, "I don't know… I don't think this could have happened in the last day or two, but with everything the way it is right now, I can't even begin to guess how old the rock is when it all looks the same."

Spike hopped off Twilight's back and asked, "But it could just be nothing, right?"

Tails looked down at him and replied, "Well, I hope it's nothing, Spike." Looking up at the indentation again, he added, "But if it is, it's a very odd nothing."

Pinkie giggled, "I know, right?! It almost looks like a face! Ooh, Mr. Scary Rocky Face is gonna get us!"

Ignoring the party pony's fake terror, Sonic looked back at the indentation for a moment before turning to Twilight, who was also looking at it, and asking, "How close are we to that dragon's former home?"

Twilight absently replied, "We're just about there." She continued to look up at the indentation for a few seconds, remembering when she first found it following the Main Six's rockslide-halting venture. The readings Tails said his radar had picked up on had brought some of her worries about what it could be back, but she still wasn't sure what it actually was. Shaking her head to clear her thoughts, she turned and continued on down the path, Sonic and the others doing the same.

Not long afterwards, the group climbed up the natural steps at the end of the path and found themselves in front of the cave. Rarity looked at Tails and asked, "Tails, darling?"

The fox nodded as he looked down at his radar, "Yeah. The signal's almost topped out." He looked up, "It's gotta be in that cave."

Fluttershy whimpered, "D-Do you think it's safe in there?"

Princess Cadance said, "It doesn't sound like there's anything living in there, Fluttershy. I'm sure it's fine." Applejack nodded in agreement.

Pinkie smiled, "And if it isn't…" She zipped off to the side and came back happily waving a rubber chicken in her mouth.

Sonic and a few others raised their eyebrows at her. Sonic turned away a few seconds later and muttered, "I'm not even going to ask…" He then walked towards the cave opening, Tails, Spike, Shining, the Main Six, and the princesses following him in.

Inside, they found that the cave was completely empty save for the natural rock formations. The dragon had evidently returned to the mountain after he found a new place to sleep and taken his horde with him, as not a trace of it remained, not even one little coin. "Oh… I was hoping that beautiful diamond was still here!" Rarity pouted.

The others looked around near where the horde had been, searching for any sign of the Chaos Emerald. "Anything, Tails?" Sonic asked after a moment.

The fox consulted his radar again. "I don't understand. The signal's completely topped out. We should be right on top of it," he said after a moment. Before anyone could say anything, the dual screens on Tails' radar started acting up. "What the…?" he asked.

"What is it?" asked Luna.

"Something's happening… I'm picking up an energy fluctuation…" Tails said.

"What does that mean?" Rainbow asked. Tails didn't get a chance to answer her because something suddenly slammed against the side of the mountain, shaking the cave. Everyone turned to look towards the cave opening and saw, instead of white, the creature looking in at them! It placed its left hand on the side of the mountain as they stared, shaking the cave again.

Fluttershy yelped and dove behind Applejack, "I-It's back!" Applejack stood protectively in front of her as the yellow pegasus covered her head with her hooves.

"What's it doing up here?!" Spike exclaimed.

"It matters not. We're not waiting any longer; the time has come to put a stop to this madness," Celestia said. She looked at Twilight and spoke, in her calm voice, "Twilight Sparkle, the Elements of Harmony, if you please." The unicorn quickly nodded and used her magic to open her saddlebags, reaching for the necklaces and tiara.

Before she could pull any of them out, Sonic suddenly yelled, "Whoa!" Everyone turned to look at the back of the cave, where Sonic had been standing, and saw one of the purple portals open behind him, lifting him off his feet and pulling him towards it!

"SONIC!" the others exclaimed; a second later, he was pulled into the portal! The group looked back at the creature and saw that it was floating away from the mountain; it soon opened a purple void behind itself and floated backwards, disappearing through it. Seeing that they missed their chance, Tails turned and dashed towards the portal, Twilight, Rainbow Dash, Spike, and Applejack hot on his heels, the others right behind them. They disappeared through the portal and, upon finding themselves in the odd hallway again, hurried towards the open door at the other end of the room, running into the light inside.

* * *

><p>Tails and the others grunted as they came into contact with the ground, all of them taking a moment to make sure of their balance before looking around. They were standing on a plateau that had grass on it as well as some small green plants, crates marked with stars, and tree roots extending out of the wall where the portal was. Off to the side, they could see what appeared to be a statue with a bird on top of it; beyond that, they could see a large stone structure. The sky above was overcast, filled with gray clouds that hid the sun from view, but didn't completely block out its light.<p>

Rainbow cupped her hooves around her mouth and called, "Sonic?! Sonic, where are you?!"

Pinkie did the same, adding, "Come out, come out, wherever you are!"

Luna looked around before saying, "I do not see him. Did that creature even bring him here?"

Applejack asked, "Fer that matter, where IS here?"

Tails walked over to the statue and placed his right hand on its side. He then looked up at the bird on top, examining it before saying, "An eagle statue…" Looking off to the side, he noticed that the plateau they were standing on was situated over a large valley; he could barely see the ground at the bottom. He looked back at the others and said, "I think we're in Kingdom Valley."

Twilight tilted her head, "Kingdom Valley?" She raised a hoof to the side of her head, rubbing it as she thought she remembered hearing that name when she had probed Sonic's unconscious memory earlier. It then clicked and she asked, "That's near Soleanna, right?"

Tails nodded, "Yeah. This is where the old Soleanna castle used to be."

Celestia cocked her head slightly, "Used to be?"

Luna asked, "Do you mean it has been abandoned?"

Tails replied, "Um, yes. You see, there was a big experiment involving some sort of prototype engine in a laboratory underneath this valley that the Duke of Soleanna was involved in. Something went wrong during the experiment and a huge accident occurred. The castle and the lab were both abandoned afterwards." He winced for a second and then held his hand to the side of his head, uttering, "Wait… did that happen, or was it…?"

Rainbow spoke, bringing the fox out of his thoughts, "Hey, uh, guys?! Enough with the history lesson already! We gotta find Sonic!"

Rarity spoke, "I agree that we must find him, Rainbow, but where are we supposed to start looking? This valley is rather large, you know." Before Rainbow could respond, a shadow suddenly draped over everyone, making everything seem darker.

"Ooh… spooky!" Pinkie exclaimed.

"Eep! What's happening?" Fluttershy squeaked as she looked around nervously.

"Good question, Fluttershy. Why'd it get dark all of a sudden?" Applejack asked.

Spike turned around and his eyes widened as he noticed something coming towards them. He pointed up at it and said, "Uh… I think THAT might have something to do with it!" Everybody turned and looked up where he was pointing… and their eyes widened as well.

Above them, not too high above the top of the valley, was a large, mostly red flying ship, the sun casting its shadow on the ground below. The front of it jutted out, giving it a long, pointy bow, it had what appeared to be some kind of cannon mounted on its underside, and it had several engines mounted on the back of it, all of them emitting bright blue flames as it flew in their direction.

"What in Equestria is that?!" Cadance exclaimed.

"It looks like one of Eggman's battleships, the Egg Carrier! But… it looks smaller and sleeker!" Tails said. As it got closer, almost flying overhead, what appeared to be a large, mostly silver mechanical dragon with black wings and parts of it red and yellow suddenly flew into view from around the other side of it, flapping its wings to stay in the air!

As they watched, they began to hear a voice that they all recognized, " I am the enemy, I will succeed, my mission, yeah, I must complete~ "

Tails gaze hardened as he looked up at the dragon, "That voice…! It's Eggman!"

Spike gasped, "What?! You mean that dragon's under his control?!"

Twilight spoke as she continued to look up at the mechanical creation, "That's not a real dragon, Spike! It's one of his machines!"

Tails' gaze turned back to the Egg Carrier as it began to pass the group, flying further into the valley. "That's it! Sonic's got to be up there, on the Egg Carrier!" he said.

Applejack looked at him, "How can ya tell?"

Tails replied, "Eggman wouldn't be flying around in something like that if he didn't have something to use it on! Why would he go joyriding in one of his machines when he's got a big battleship like that to terrorize people with?"

Shining glanced at him, "Good point."

Rainbow said, "Well, now that we know that, let's get up there and take that thing down!" She started to trot forward, "I'll go on ahead! Twilight can help the rest of you get up there!"

She was stopped when Luna extended a wing in front of her. Rainbow Dash looked up at the Lunar Princess as she spoke, "Wait… Something is happening." Looking back up at the Egg Carrier, the cyan mare saw what she was talking about.

Eggman's robot dragon was hovering near the back of the Egg Carrier, flapping its wings to stay close. On the underside of the battleship, almost out of the group's sight, a large hatch slid back, revealing an opening underneath the ship. As they watched, a large number of robots, varying in color and/or appearance, dropped out of the Egg Carrier, some of them flying off into the valley and some of them staying where they were but beginning to move towards the group, their sights locked on them.

"How many robots does Dr. Eggman have on that thing?" Twilight wondered aloud. She was both fascinated and worried, fascinated at getting a chance to see more of Eggman's tech, but worried about what it was going to do.

"What are they doing?" Rarity asked.

Tails said, "I think they're acting like anti-air defenses. I can't tell what kind of weapons they have or how fast they are, but with that many robots, it wouldn't matter because it's unlikely anything that can fly would reach the Egg Carrier unscathed."

Shining nodded, "You're right; they're acting like an airborne squad. Even if they can't stop the princesses and our pegasus friends, they're sure to do some damage on the way up. It's a typical force concentration strategy. We might be better off searching for a place where it'll be easier to punch through."

Applejack asked, "But how are some o' us gonna get through this here valley?" She looked over the side of the plateau the group was on, "Ah see nothin' but a lotta thin air between us and the ground."

Tails looked around for a second before his eyes fell on the eagle statue. "I know!" he said as he ran over to it. The others watched as he jumped up as he reached the statue and struck a strange green glowing orb attached to it with his tails. Almost as soon as he did, a strange path appeared next to the statue out of thin air, floating above the ground. Tails turned back to the others and pointed at the path, "These statues create wind paths! We can use them to move through the valley! Come on!" He then jumped up onto the path and, to everyone's surprise, began to grind along it.

"Whoa, cool!" Pinkie grinned.

Spike also looked excited by it. He looked up at Twilight, who was still staring at the wind path, and nudged her, saying, "Come on, Twilight! If Tails can do it, so can we!"

Twilight looked down at him and said, "You're right, Spike. We'd better hurry!" She lifted him up onto her back and ran towards the statue, the others quickly following suit. As she neared the statue, Twilight used a quick flash of magic to whack the orb again, hoping it would keep the path from disappearing for a little longer. She, Applejack, Rarity, Pinkie Pie, and Shining then jumped up onto the path, Twilight, Shining, Applejack, and Rarity grinding down it on all fours while Pinkie did it on two legs. Rainbow Dash, Fluttershy, and the princesses used their wings to take to the air instead, though they stayed close to the path and the ponies on it.

Up ahead, Tails brought out his radio and clicked it on. He then spoke, "Sonic, can you hear me? We're following Eggman's Egg Carrier through Kingdom Valley! Are you up there?"

**Meanwhile, on board the Egg Carrier**

Sonic jumped, landing on a flat spot of the ship behind the bridge and looking for the Egg Wyvern. He didn't see it hovering near the engines, so he reached his right hand into his quills, pulling out his radio. Clicking it on, he said, "Yeah, I'm here, Tails. I don't know what that thing did, but it dropped me off here. Uh, look, I can't talk right now."

Tails asked, "Why? Is Eggman attacking you?"

Before Sonic could respond, he winced as Eggman sang, " I'd love to destroy the blue one you know, he's an obstacle that always gets in my way~ "

Sonic grimaced as he answered, "Worse. He's singing."

Tails responded, "Oh. Yeah, we heard him too. All right, but before you go, we're traveling through the valley on foot right now. Eggman's deployed his robots, probably to keep us from flying up to the Egg Carrier. We're going to see if we can find a spot where they're less densely packed and we'll link up with you to take him down, okay?"

Sonic replied, "Okay, but you'd better hurry. This battleship… I've got a bad feeling about it."

Suddenly, the Egg Wyvern flew up behind Sonic, the hedgehog's head turning to look behind him as Eggman exclaimed, "AH-HA! Thought you could hide from me, eh? OPEN FIRE!" Sonic barely had time to leap over to the flat spot across from him before a barrage of lasers was fired from the sides of the Egg Wyvern's mouth at the spot where he had been standing, causing a large explosion. Looking back, Sonic saw that that part of the ship was a bit damaged from the attack, but otherwise it seemed okay.

Holding his radio back up to his face, the hedgehog said, "Okay, NOW he's attacking me. Catch you later, Tails." He then turned his radio off and slid it back into his quills, turning and running towards the front of the Egg Carrier; the Egg Wyvern flew around the back of the ship and then flew after him.

Eggman laughed, "Ho ho ho ho! Go ahead, Sonic; you can run, but you can't hide!" He pressed the buttons on the side of his seat as he pursued Sonic, priming another weapon. "_Why did I ever design this thing this way?_" he thought to himself for a moment before shaking his head. As he flew, red lasers suddenly shot out of the Egg Wyvern's wings, flying straight up into the sky before changing directions and coming back down, heading straight for the Egg Carrier!

The blue hedgehog noticed them turning around when he glanced up and changed course, managing to make a left turn by drifting along the battleship's deck. As he ran towards the port side, the first laser hit the ship where he would've been had he kept going. He leapt over the middle of the ship, narrowly avoiding another laser as it exploded behind him. He stumbled a bit when he landed, the tailwind from the front pushing him backwards. He managed to recover and leapt back towards the other side as two more lasers hit the deck near where he'd been. Each laser's impact blew a hole in the Egg Carrier's deck.

As Sonic landed back on the starboard side and started running forward again, Eggman yelled, "How dare you dodge them all, Sonic! You made me hit my own ship!"

Sonic called back, "That's your fault, Eggman! You should have put some more thought into what you armed that thing with!"

Eggman grinned, "My Egg Wyvern is full of surprises, hedgehog! Let's see you dodge this!" He pressed another button on the side of his seat and a missile launcher on the Egg Wyvern's underside opened up. It then fired a barrage of missiles that locked onto Sonic as he ran towards the front of the Egg Carrier while the Egg Wyvern flew underneath the ship.

Due to the narrow space between the middle of the ship and the open air, Sonic didn't have a lot of room to maneuver or sidestep as the missiles began to rain down on him. He sped up as they got closer, trying to reach the front of the ship as fast as he could without flying off, but they still managed to catch up to him. A few struck behind him without throwing him off, but he had to jump over most of the rest of them to avoid being hit.

As the last three closed in on him, Sonic planted his feet and his left hand against the ground, sliding as he reached the front of the Egg Carrier. He managed to turn and pick himself up before he could slide off onto the nose, running around to the port side of the ship while the remaining missiles lost their lock-on and hit the Egg Carrier's nose instead.

But Eggman was determined to not give him any room to breathe, for just as Sonic began to run towards the back of the ship, Eggman flew up from underneath the ship in front of him, the cannons on the sides of the Egg Wyvern's mouth glowing at their ends. "Gotcha!" Eggman exclaimed as they fired white lasers directly at Sonic.

Just as they were about to hit him, Sonic leapt over them, one of them just passing underneath him as he soared over the lasers. Sonic curled up into a ball as they exploded against the Egg Carrier and launched into a Homing Attack at the Egg Wyvern. Eggman quickly responded by dropping the machine's canopy over him to protect himself, causing Sonic to instead grab the horn on top of it. The Egg Wyvern flew up above the stern as it began swinging its head around, trying to shake the hedgehog off. Sonic held on tight, knowing it would likely throw him over the side if he let go.

As he held on, Sonic noticed where the connectors for the canopy were located, just behind the machine's head. He grunted to himself; as long as that canopy was on, Eggman would be able to keep him from attacking the cockpit. After hanging on for a few more seconds, he let go as the Egg Wyvern swung its head up, the hedgehog flying up for a moment before he looked down at the connectors and performed another Homing Attack, striking the connectors and weakening them.

The Egg Wyvern swung its head back violently at this attack, hitting Sonic and sending him flying towards the bridge. The hedgehog hit the ground hard at the spot below the bridge while Eggman turned his Egg Wyvern around and landed at the middle of the stern. The mad genius then yelled, "Watch what you're doing! I worked really hard on this masterpiece!"

Standing up, Sonic turned to him while rubbing his head and grinned, "Really? You sure it's not something you scrapped before you used it?"

Eggman replied, "Of course not! It's a brand new machine!" Shaking his head to chase away some stray thoughts about the Egg Wyvern, he said, "See if you can make it through this, Sonic!" With that, he detached the arms connected to the Egg Wyvern's mouth, both of them flying towards Sonic as the 'fingers' began to rotate in a circle. Sonic took off running as they began to fire rounds at him like a pair of miniguns.

The arms continued to aim at him as they fired, forcing the hedgehog to sidestep and jump to the sides as he ran towards the Egg Wyvern. As he began to get closer, he called, "Hey Eggman! How much is it costing you for these things to fire this long? Four hundred thousand rings?"

Eggman yelled, "Joke all you want, Sonic! It won't help you get up here!" Unfortunately, the fat man had a point; with the Egg Wyvern standing at its full height, it wouldn't be easy to reach the cockpit. Sonic eyed the arms as he ran and dodged, both of them now moving alongside him as they fired. He remembered something; it gave him an idea.

He was almost to the stern section when the two arms got in front of him, firing downward and beginning to point upwards, their bullets moving in a straight line to intercept Sonic. Just as they were about to, however, he jumped up, the guns immediately moving and swerving upwards to follow him. Once he was high enough, Sonic used a Homing Attack on the arm to his right, hitting and bouncing off of it as the other arm floated up in response. Sonic quickly changed directions and attacked it with another Homing Attack; the other arm repeated what the other had done, still trying to hit him.

This went on for a few more seconds until Sonic was high enough to aim for the horn on the Egg Wyvern's canopy. Before Eggman could stop him, Sonic launched towards the horn from the machine's left side, holding out his left hand as he neared the horn. He grabbed onto the horn and swung around it like it was a pole, swinging for a second before letting go, aiming for the canopy's connectors. He hit it with a Homing Attack and, when he bounced up, followed it up with a stomp attack. And that did it; the connectors couldn't hold the canopy down anymore and it broke off of the Egg Wyvern, flying over Sonic's head as he landed before getting left behind as it fell off the Egg Carrier.

Sonic leapt off the Egg Wyvern down onto the battleship's stern while Eggman retrieved his arms and flew to the back of the ship, landing on top of the bridge and turning to look down at Sonic. "Argh…! Now look what you've done, you spine ball!" he yelled.

Sonic stood up and turned around, grinning up at him. "Looks like I cracked this egg wide open! Too bad it's not much prettier on the inside!"

Eggman growled, "You think you're funny, don't you? Well, I've got a good one for you! This beauty of mine is powered by a Chaos Emerald! I hope you hate camping, Sonic, because you're going to be roasting on an open fire when THIS dragon is through with you!" With that, the Egg Wyvern stood up straight, its missile launcher coming out of its underside as it began to charge its lasers up. After a moment, Eggman pressed a button on the side of his seat as he yelled, "Take THIS!" Almost immediately afterwards, the arms fired their lasers at Sonic while the missiles began to light up.

Sonic quickly ran towards the back of the ship, jumping up as he reached the end of the raised section of the battleship, the Egg Wyvern's lasers flying around him. They hit the ground immediately afterwards, creating an explosion that sent Sonic flying towards the ship's bridge.

While he was in the air, the systems in the missiles came on and they were all fired at Sonic, all of them heading straight for him! Narrowing his eyes at this, Sonic righted himself and got ready. As the first missile approached, he brought his legs up and pushed his feet down on top of it. Not wasting any time, he jumped towards the next missile, and then the one behind that one, and then another, making his way towards Eggman. Just as Eggman realized what Sonic was doing and was about to fly up again, the hedgehog curled up into a ball and launched a Homing Attack at him, hitting Eggman's cockpit directly and sending the Egg Wyvern tumbling off the back of the Egg Carrier.

Sonic was a bit luckier, managing to land on one of the wings on the back of the Egg Carrier, just above the engines. He crouched down for a moment after he landed and then looked up, seeing the Egg Wyvern spinning as it fell through the air before Eggman evidently began to get it back under control. Figuring that it wasn't finished yet, he stood up and ran down the wing, getting back down on the battleship and beginning to move towards the front again. His suspicions were proven correct a second later as the Egg Wyvern flew up behind the bridge a second later. "Come on, step it up, Eggman! You're too slow!" he cheekily called back over his shoulder.

Eggman growled, "Grr…! I'll get you, Sonic!"

**Soon, at the lake down in Kingdom Valley**

Tails and Shining Armor led the group across a stone bridge, some of them still a bit wet after having to swim through a tunnel to reach a spot where they could get up to the bridge. They'd been fighting their way through the robots that had dispersed into the valley itself, as well as some of the anti-air robots that saw them and flew down. At this point, the sky was starting to look pretty clear.

"It looks like we've taken care of most of the robots, Tails! Do you think it's safe to get up to the Egg Carrier now?" Twilight called.

"It should be! As long as one of us is fast enough, it should be no problem getting onto Eggman's battleship now!" Tails called back.

Reaching the end of the bridge, everyone came to a stop on the grass covering on top of the column they were standing on. As everyone caught their breath, Shining spoke, "All right… then here's the plan. Rainbow Dash is obviously the fastest flyer among us, so she'll fly on ahead and land on the Egg Carrier."

Rainbow looked at him and asked, "What, just me?"

Shining replied, "No. I know a spell that will allow me to track you once it's been cast. It will give me your exact position; once we know your general location, we can teleport up there without worrying about over or undershooting it. And once we're all on board…" Before he could finish, something crashed into the lake below, raising a column of water that splashed all over everybody.

"Aw, what in tarnation was that?!" Applejack exclaimed as she made sure her Stetson was still on her head.

While Rarity looked over her wet hair, Rainbow trotted over to the edge of the column where the water had sprayed up and looked down. "Great! It's not bad enough Eggman sent his robots after us, now he's dropping stuff on us!" she said, still looking down as the Egg Carrier passed overhead.

Tails and Twilight walked over to her, standing at her sides as they looked down as well. The object was floating in the water below, and they both noticed that it was on fire (though that was quickly being put out) and it looked familiar. "Um, I think that's part of the Egg Carrier actually, Rainbow!" Twilight spoke after a moment.

Tails and Rainbow both looked up at the Egg Carrier, the former realizing that one of the attachments on the starboard side was missing. He realized that was what landed in the lake. "I think you're right, Twilight! Something's wrong!" he said.

Everybody looked up at the Egg Carrier and saw that explosions and fires were starting to break out across it, causing more pieces of it to break and fall off. But above all, there was something missing from the back of the battleship. "Wh-What happened to those blue flames that were behind it?" Fluttershy asked.

"Ooh, I know! The engines aren't working!" Pinkie said.

Twilight looked at her worriedly, "Not working…? Just like…?"

Rainbow asked, "How's it staying up, then?"

Applejack looked at Tails, "Sugarcube?"

The fox said, "I'm afraid Pinkie's right. Something's definitely wrong with the engines; they're malfunctioning or something and, unless they're fixed soon, they won't be coming back on. The Egg Carrier's still got its momentum, but that won't keep it up forever. Without the engines…"

Luna asked, "It will crash…?"

Tails nodded; he then said, "We got to move." He spun his tails around and lifted off the ground, flying a little bit over the side of the column. He then turned back and held out his hands, saying, "Twilight, Applejack, grab on! I'll give you a lift!" The two hesitated only a moment before taking him up on his offer, Applejack jumping first and Tails grabbing her hooves. Twilight came next, wrapping her hooves around Applejack's hind legs. Flipping himself around so that he was holding Applejack right, Tails then began flying in the direction of the Egg Carrier while Spike climbed on Cadance's back, Rainbow and Fluttershy moved to help Rarity and Pinkie Pie, and Celestia and Luna grabbed Shining Armor with their magic.

As they flew, Applejack asked, "What are we doin', Tails?"

The fox replied, "We've got to get some idea of where that thing's gonna crash. That should allow us to predict where Eggman's machine might end up after it abandons ship."

Cadance flew up alongside Tails and asked, "What about Sonic?"

Spike nodded, "Yeah, he's up there too, man! We've still got to help him, don't we?"

Tails glanced at them as he replied, "Sonic's fallen out of the sky more times than I can recall right now, and he's always managed to land in one piece. He's done it before, he can do it again." He then faced forward, "I'm more worried about Eggman's dragon. If that thing's still working when they get off that battleship, Sonic's going to need some help to take it down!"

**Meanwhile, aboard the Egg Carrier**

Sonic stood off to the side underneath the bridge, observing the fires and explosions occurring on the battleship's deck. "Whoa. Looks like this party's over," he muttered.

He looked over to his right, seeing the Egg Wyvern flying alongside the battleship. The robotic dragon was heavily damaged from their fight, but it still seemed like it was able to hold together thanks to the Chaos Emerald that was powering it. "Argh… My beautiful Egg Carrier, destroyed… again?" Eggman groaned.

Sonic called, "Hey, you'd better pack it in, Eggman! The Chaos Emerald is the only thing that's keeping that thing going now! Why don't you just hand it over and we can fight some more another day?"

Eggman grinned, "Not a chance, hedgehog! I may be beat, but I'm the only one who's flying now! You, on the other hand, are all alone and on a crash course to disaster! Farewell, Sonic the Hedgehog; happy landings!" With that, he turned and flew towards the front of the Egg Carrier just as its nose broke off.

Sonic leapt down from where he was standing and ran towards the front of the ship, stopping on top of what remained of the stern. "Darn! What am I going to do now? There's got to be a way out of this!" he muttered. Looking off to the side, he noticed more pieces of the Egg Carrier were breaking off, some of them flying past it. Spotting a particularly big piece, he grinned to himself, "Perfect!"

He got down in a runner's stance as the battleship's nose exploded, readying himself before dashing forward, jumping when he was at the very end of the stern. He soared through the air past some of the debris for a few seconds before bringing his legs up in front of him as he approached a metal panel. As soon as his feet came into contact with it, he pushed off, jumping to another piece of debris. Working his way around it, he jumped onto what remained of one of the wings, the wing pointing directly at the Egg Wyvern up ahead.

Eggman spotted Sonic as he ran towards the other end of the wing and jumped off of it, heading for more of the Egg Carrier's debris. Growling, he set the Egg Wyvern to go up, sure that Sonic was determined to hit him with one last attack. As he leapt across the debris, Sonic noticed the Egg Wyvern ascending and smiled to himself, "_I knew I could count on you, Eggman! Almost there…_"

As the hedgehog got within attacking range, Eggman yelled, "Go away! You're not getting up here!" But Sonic kept coming, and as he reached the last piece of debris, he jumped towards the Egg Wyvern's chest, curling up into a ball as he got close. He struck it directly, pushing against the metal for a second…

And then he punched through, going right through the robot! When he emerged from the other side, he held up the cyan Chaos Emerald in his left hand as he soared through the air and grinned, "Yeah!"

Eggman's eyes widened when he saw the gem in Sonic's hand, his Egg Wyvern already starting to sputter without its power source. "NO! Put that back!" he yelled. But was Sonic really going to listen to him?

Of course he wasn't. As he held the Chaos Emerald above his head, Sonic tightened his grip around it, tapping into its power. He let out a shout as he felt the energy flowing through him, merging with the power of the other three Chaos Emeralds in his spines. He then repositioned himself and shot towards the Egg Wyvern, easily tearing through it and ripping it another new hole.

"AAAAAAHHHHHHH!" Eggman screamed. That was the last thing he managed to do before Sonic started shooting all around in midair, tearing his Egg Wyvern to shreds. The legs came off, one of the wings separated from the body, part of the tail ripped off… The final touch came when Sonic buzzed right through the neck, separating the damaged cockpit from the rest of the machine. An ejector in Eggman's chair shot the evil genius up out of the cockpit. Unfortunately for him, it didn't have a parachute installed on it…

Sonic, meanwhile, came out of his spin and grabbed an appropriately-sized piece of the Egg Wyvern with his right hand, putting it under his feet and standing on it like a snowboard. He kept his feet firmly planted to it as gravity began to pull him down, the remains of the Egg Wyvern beginning to spiral down behind him.

As he fell, Sonic saw he was approaching a large, circular building down below, multiple columns sticking out of the inside due to its missing roof. Part of the old Soleanna castle? He shook his head; he needed to focus if he was going to make a good landing. "_Can't just fall straight down like I did before; that path is straight! Gotta hit the ground at just the right angle…_" he thought to himself as he eyed the stone path leading to the ruined structure. Sonic focused on the path, the wind rushing past him as he angled his makeshift board slightly towards the ground. It was rushing up to meet him…

And then he hit it, his board evening out as it hit the ground and retaining most of the speed from the flight down and sending him towards the building. "Yes! I've still got it!" Sonic grinned as he pumped his right fist up in the air. He then brought it back down as he looked at the building, noticing a shadow pass over him as he slid. Looking up, he saw it was the remains of the Egg Wyvern, and it was heading straight for the building!

Sonic steeled himself; the machine crashed into the building just as he reached the entrance, knocking part of the circular wall and the columns behind it down as it crashed into the building. Stone began raining down as Sonic approached the circular interior, leaping off his board as he got inside and running to avoid being crushed by the broken stone and a falling column before he slid to a stop across from the crashed Egg Wyvern. He glanced up with a raised eyebrow, seeing the Egg Carrier fly over the building. A few seconds later, he heard an explosion as the battleship crashed; Sonic just calmly smiled as he dusted his right leg off.

A second later, he heard a grunt and turned to see Eggman had landed on his back next to the Egg Wyvern, his arms and legs splaying out on the ground a moment later. Sonic smirked and tossed the cyan Chaos Emerald up, catching it in his right hand. He then heard Tails call, "Sonic!" He looked up to see his fox buddy flying down over the remains of the broken wall, still carrying Applejack and Twilight. Above him, he saw Rainbow Dash and Fluttershy carrying Rarity, Pinkie descending thanks to a bunch of balloons tied around her that she had gotten from… somewhere, Cadance flapping her wings to slow her descent while Spike held onto her, and Celestia and Luna coming down gently with Shining Armor wrapped in their magic.

Twilight let go as Tails neared the ground as did Applejack, both of them landing on their hooves while Tails landed next to Applejack. Rainbow and Fluttershy set Rarity down in kind of a cross between quickly and gently as they landed, Rainbow looking relieved at finally setting her down while Fluttershy smiled at the white unicorn as she made sure she still looked flashy. Pinkie Pie hovered next to them, her balloons keeping her from touching the ground, and the princesses landed gracefully, Luna and Celestia letting Shining go, allowing him to drop down onto his hooves.

"Hey guys! Glad to see you managed to follow me this far!" Sonic said.

Twilight smiled wanly, "Well, it took a bit of work. Good thing that battleship was so big."

Rainbow grinned at him, "Man, we didn't see a lot of that battle, but that ending was so cool!"

As he slid off of Cadance's back, Spike said, "I can't believe you made such a good landing after falling that far." Sonic just smirked and tucked the cyan Chaos Emerald inside of his quills.

Tails smiled at Spike and Cadance, "I told you he'd land okay!"

Cadance smiled back at him, "You certainly did, Tails."

Pinkie was about to say something about having a party when everybody heard a growl and turned to look at Dr. Eggman, who had raised himself into a sitting position. "Oooooh… I can't believe this! I was supposed to win this time!" he complained, crossing his arms and pouting like a little kid.

Sonic just smiled, "Aw, I'm sorry! I didn't get that memo. You always lose, Eggman!" He looked at the others as he said, "It's true, you know. We're always beating this guy. It's like our job or something!" Rainbow, Applejack, Spike, and Pinkie all cracked up at that. Twilight and Tails, though, looked a bit… confused.

Tails spoke after a moment, "Well, yeah, but… what's Eggman even doing here? Was he actually waiting for us, or did he get grabbed by that monster?" Sonic shrugged, not entirely sure what the fat man was doing himself.

Rainbow shrugged, "Who cares? He's beaten; now we can lock him up for good!"

Applejack looked at her, "Lock him up?"

Rainbow nodded, "Yeah, make him pay for all the stuff he's done! Put him on trial and all that!"

Cadance spoke, "Forgive me for asking, but is that really necessary? Yes, he was using those poor Wisps as energy for his mind control scheme, and he had a giant robot dragon that he used against Sonic just now, but do we really need to put him on trial or lock him up for life?"

The Main Six and Spike all turned to look at her, Rainbow saying, "No offense, Princess Cadance, but it's totally necessary! It's like Sonic just said; this guy's constantly planning something, always causing problems! All so he can take over Sonic and Tails' world!"

Twilight nodded, "His factories and bases are pumping pollution into the environment!"

Spike said, "He summons ancient creatures to help him take over the world!"

Fluttershy squeaked, "He imprisons poor little animals and uses them to power his machines!"

Applejack said, "He blew up half o' their Moon!"

Rarity spoke, "He only thinks of himself!"

Pinkie said, "He's a bad, bad, BAD guy!" The princesses and Shining Armor could only stare at them at their accusations, unable to say anything… except for Luna.

When Applejack mentioned what Dr. Eggman had done to the Moon in Sonic's world, the Lunar Princess' face contorted into an expression of pure rage. The Element of Honesty was obviously not good at telling lies, so if she said that this human had destroyed what was likely this universe's version of her Moon, probably the most important part about her night… She turned to Shining Armor and, using the Royal Canterlot Voice in all of its booming glory, said, "**CAPTAIN! ARREST THAT HUMAN IMMEDIATELY!**" Shining reeled from the force of her words, Eggman looking on seemingly nervously. Celestia was about to calm Luna down when her little sister repeated herself, "**ARREST HIM!**"

Before anyone could do anything, the ground beneath them started to rumble, managing to shake Luna out of her rage for the moment. Turning to look over at the Egg Wyvern, everybody saw a familiar purple void forming above it. The creature soon emerged from it, flying over the group as it snatched up Eggman, who let out a surprised shout as he was lifted off the ground. Everybody crouched down when the creature flew over them; they looked up as it flew towards the building's standing wall, opening another void and disappearing through it with Eggman.

Spike stood next to Twilight as he asked, "Whoa… what was that all about?"

Twilight said, "Well, if Dr. Eggman wasn't taken before, he is now." She then deadpanned, "Not that that makes anything clearer."

Pinkie piped up, "Sure it does, Twilight! It means… wait, what were we talking about again?" The others sighed and looked up at where the creature had been, all of them feeling understandably confused.

* * *

><p>Big Macintosh, Blaze, Zecora, Silver, and Trixie stood at the path leading out of Ponyville, all of them looking at the mountain. It and the surrounding area had regained color just a few minutes ago, which meant that their friends would be back soon. And sure enough, it wasn't long before they saw the group coming up the path. They looked a bit surprised at the committee waiting for them, Sonic asking, "What's up, guys? Did something happen?"<p>

Blaze answered, "Not quite, Sonic. Not yet, at least."

Big Macintosh said, "Y'all need ta see this." Without another word, he turned and started walking back into town, Blaze, Silver, Trixie, and Zecora doing the same. The group members looked at each other in confusion for a moment before following them.

As they walked, Pinkie bounced up beside Zecora and asked, "Are we going to a party? Is there a pre-victory party going on that I didn't know about?!"

The zebra replied, "You are ever curious, my friend of pink, but what has happened is not close to what you hope and think. We'll be there soon and then you'll see, so calm yourself for now and let your questions be."

Twilight looked over at Trixie as they walked, the showmare noticing and managing to make a small smile. She had her hat and cape on, and her mane looked like it had its normal appearance… she must've had a good nap. Twilight didn't get a chance to ask, though, as the group reached the town square and saw the crowd there. Braeburn, Granny Smith, Mayor Mare, Little Strongheart, the Cutie Mark Crusaders, the Chaotix, Derpy, Cream and Cheese, Marine, Knuckles, Amy, Big… they were all there.

As they joined the crowd, Tails asked, "What's everybody gathered here for?"

Silver looked back at him while pointing upwards, "Because of that." They looked up where he was pointing, Spike and the ponies immediately recognizing what it was.

In the distance, exactly where it was supposed to be, was the city of Canterlot, mountain and all. What caught everybody's attention was the fact that both the mountain and the city were both in color, which was odd considering that, up to this point, the city had been absent. "Is that…?" Sonic asked.

"That's Canterlot!" Twilight said. She looked at Blaze and Zecora and asked, "But when did it…?"

Blaze answered, "It was right about the time the mountain you were on regained its color. That city and its mountain just appeared out of thin air." Zecora nodded.

The Chaotix came over, Espio saying, "That's not all that's reappeared."

Vector nodded, "The train station that's over by the library is back too, but from the looks of it, the only place the tracks lead is Canterlot."

Applejack asked, "What do ya mean?"

Vector answered, "We checked the map of all the available destinations and looked for them, but they were gone! It's like those tracks don't exist."

Charmy piped up, "Yeah, like POOF! Gone into thin air! Lose the train tracks in exchange for the mountain!"

Looking back at the group, Espio said, "Speaking of that mountain, both it and Canterlot were colored when they reappeared. That's different from everything else we've seen so far here in Ponyville. We had to go around and get every inch of color back to this town; now that city appears and it's seemingly fine? Seems suspicious, doesn't it?"

Celestia nodded, "Indeed." She glanced back at Luna as she started walking forward, "Come with me, Luna."

The younger sister looked surprised as she followed Celestia through the crowd. "Where are we going, sister?" she asked.

Stopping once she was through the crowd, Celestia replied, "We're going to Canterlot. It would not have reappeared without a reason; we must notify the Royal Guard of the situation and give them their orders. They can assess the situation in the city and castle for us."

Shining Armor stepped forward, "Princess, what do you want us to do?"

Celestia looked back at him and said, "You, your sister, and her friends are coming to Canterlot as well, Shining Armor, but not with us. Take the train; by the time it arrives, the Royal Guard should be done making sure the citizens are well and have located anything unusual. It will be a much more efficient use of our time, don't you agree?"

Shining replied, "I guess so…"

Celestia nodded, "Of course it is. So Luna and I will fly ahead to Canterlot. All of you get over to the train station and find a ride. We'll meet you there!" With that, she spread her wings and took to the air, Luna hesitating a moment before doing the same, both princesses flying off towards Canterlot.

Knuckles grunted, "That was quick."

Amy agreed, "She didn't even ask Sonic or anyone else what they thought."

Silver shrugged, "Well… at least she's determined to do what has to be done."

Blaze nodded, "Indeed."

Tails looked at the group and said, "I guess we'd better get over to the train station then, huh?"

Rainbow nodded, "Yeah. Come on, it's this way!" She led the way, Spike and the other ponies following her, Sonic and Tails following behind them.

Before they could get too far, an elderly voice called, "Hold on a second there, young'uns."

The group came to a stop at that and turned around to see Granny Smith walking over, Big Macintosh and Braeburn flanking her. As she came over, Tails asked, "Oh, you're Granny Smith, right?"

The lime mare replied, "Mm-hmm." Once she was standing in front of Sonic and Tails, she said, more than asked, "You boys are the critters helpin' mah granddaughter and her friends out."

Sonic and Tails looked at each other for a moment before they looked back at her and the latter said, "Yes, yes we are."

Granny Smith asked, "You friends with 'em?"

Sonic nodded, "Yeah."

The elderly earth pony asked, "You gonna keep standin' by 'em?"

Sonic replied, "Of course!"

Granny Smith nodded, "Good." Her tone then turned serious, "If you don't, especially with mah granddaughter, y'all gonna have ta answer ta me. Ya understand?"

Sonic looked at her for a moment before saying, "Yeah, we understand." He then looked at Applejack and said, "You have quite the family, AJ, you know that?"

Applejack smiled proudly, "Ah got the best family." Sonic and the others smiled at that. Seeing that the family matriarch was satisfied, the group turned and headed for the train station.

When they arrived at the station, they found a train all set to go waiting at the platform, devoid of passengers. It took a bit of convincing and needing to pay for tickets, but the conductor agreed to let them use the train. Pinkie and Tails went to the front of the train, the pink pony having pulled out her pilot outfit (complete with the hat and neckerchief) and brought the fox with her to show him how to work the train while everyone else got settled.

"Okay, okay, I'll ride IN the train instead of ON it, okay?" Sonic was saying to Twilight and Rarity as he took his seat and crossed his arms, the girls sitting across from him while Spike sat next to him and Shining Armor and Cadance sat across the aisle from them.

"I just want us to sit together for now," Twilight said.

"Why would you want to sit on top of the train, anyway? That just sounds so… odd," Rarity commented.

"Maybe to you, but I enjoy it," Sonic replied. He looked out the window as he said, "I love that feeling of the wind rushing against my face. Plus, in this case, it brings back memories of wing riding on the Tornado and running on top of another train."

Rainbow, who was hovering over Applejack and Fluttershy, who were sitting across from Shining Armor and Cadance, smiled, "Yeah, that sounds awesome! I remember when we were going to Appleloosa the first time and I followed Little Strongheart on top of the cars. Looking back at it now, that was pretty cool!"

Twilight looked at Sonic and said, "Well, okay, I guess I can understand that, Sonic. But all the same, just ride in here with us for now, okay?"

The blue hedgehog uncrossed his arms and replied, "All right. But just so we're clear, depending on how long this ride takes, I'm probably going to step out and jump up on top of the train for a bit anyway, just to get some fresh air." Twilight nodded in agreement, causing Sonic to say, "Okay, so we're cool on that detail. Now then," he reached his right hand into his quills and pulled out his cell phone, "time for a little train music." He slid his right thumb around on the screen for a few seconds before making his selection and hitting the 'PLAY' button.

Up in the front of the train, Tails had finished getting the basics of the train down and got it ready for departure, telling Pinkie Pie she was free to leave. The pink pony blew the whistle and called, "Toot, toot! Next stop: Canterlot!" A few seconds later, the train came to life, pumping steam out of its stack as the wheels began to turn. It started to speed up as it pulled out of the train station, getting up to a steady speed, everyone on the train getting comfortable.

It was going to be a long ride.

* * *

><p>Hi, guys! Well, I said I'd get this one out soon, and I intend to be a man of my word, so here you go! I lost an entire morning of studying for midterms and was late for a lunch date today just so I could finish up and proofread this chapter so I could post it. That's how much I care about you, dear readers!<p>

All the same, though, I hope this chapter was exciting and interesting enough. Maybe it's just because it's WAY shorter than the chapters I've been posting recently, but I kind of feel like I missed something... something important. Am I just paranoid? You can tell me if I am.

Sorry if this wasn't your top choice for the Modern Era boss, but I really wanted to do something with this particular boss. If your top choice was the Egg Nega Wisp, don't worry; I'm planning to work something related to that particular final boss battle into this story's final boss battle. That's part of the reason I didn't want to use the Egg Nega Wisp; I've been planning this for the final boss battle for so long, it'd be all too similar if I had the Egg Nega Wisp appear in this story. So don't worry; you'll, at the very least, get a reference to that particular final battle soon.

Now, for anyone wondering about the Egg Wyvern's redesign, it's heavily based off the unfinished Sky Chase Act 1 dragon from "Sonic Adventure", at least in terms of coloring. I kind of wanted to use that exact dragon here and also have Orbot and Cubot appear, controlling its other heads, but then I realized it wouldn't be much of a wyvern anymore. So I went with the basic look of the Egg Wyvern, blended it with the "Sonic Adventure" dragon, and came up with some moves for it. I hope that doesn't sound lazy to you. Oh, and it's very likely that Orbot and Cubot will appear in the next chapter.

Now then...

Blaze telling Babs that she used to be teased is a reference to some of the backstory for her presented in one of the games' manuals. I'm not sure which one; it was either "Sonic Rush" or "Sonic '06", but either way I remember it mentioning that she used to be teased when she was little.

As mentioned numerous times in this chapter, the mountain the group climbs up is the same one from "Dragonshy". And like I promised way back in the first chapter, the incident that Twilight and Spike were talking about is finally mentioned again.

Tails knowing about Kingdom Valley is a reference to the "Team Attack Amigo" DLC for "Sonic '06", which has you play through most of the levels from the game and the Egg Genesis boss with Tails, Blaze, and Omega. One of the levels Tails goes through is Kingdom Valley.

Egg Carrier and battleship are interchangeable here, since the in-game text for "Sonic '06" called the ship the Egg Carrier while all the characters simply called it "Eggman's battleship".

Sonic running across the Egg Carrier is a reference to Sky Chase levels/games in "Sonic Adventure". When Sonic wonders if the Egg Wyvern is one of Eggman's scrapped creations, he's referencing the fact that the Sky Chase Act 1 dragon can still appear in the game despite not being finished.

I don't think Sasha will be happy when she finds out Eggman tried to recreate her...

When Sonic runs across the Egg Carrier's wreckage to get to the Egg Wyvern, he runs across it the same way he escaped with Elise across it.

The place where the Egg Wyvern crashes is the same building where Eggman attacks Shadow and Rouge and Mephiles is resurrected in "Sonic '06". I think it's part of the old Soleanna castle, but I'm not entirely sure of that.

Sonic's mention of running across a train is an obvious reference to Sunset Park Act 3 from "Sonic Triple Trouble". And Rainbow Dash obviously makes a reference to part of "Over a Barrel".

Well, that's all I've got. There's going to be a lot going on in the next chapter, so it's definitely going to be a long one. I also can't shake this feeling I have about it... it's definitely going to be busy. Since I can't say anything that would reveal anything, I'll just say this:

Truths will be revealed, lies will be ripped out, and two worlds' fates and a friendship will hang in the balance.

So keep an eye out for it! It all comes to a head in the next chapter!

Music:

Regroup at Sugarcube Corner - www. youtube. com watch?v=eIK_jrx_JVY

Time to Get Moving - www. youtube. com watch?v=lKQE1NBzqco

Quest's End - www. youtube. com watch?v=TroR1ADUWkU

Troubling Mysteries - www. youtube. com watch?v=lnPb6hhk4gI

(Former) Dragon's Den - www. youtube. com watch?v=aZyNREICJjo

Monster Attack! - www. youtube. com watch?v=HhDYkh_kcI4

It's a Trap! - www. youtube. com watch?v=CdNCrwwXfVI

A Familiar Location? - www. youtube. com watch?v=aNtWrtDfz70

Eggman Appears! - www. youtube. com watch?v=_TeqxScgIJE

Sonic vs. the Egg Wyvern - www. youtube. com watch?v=JQMmzWDKIJc

In Pursuit - www. youtube. com watch?v=CPgESa5ChL0

History Repeats Itself - www. youtube. com watch?v=-_5SMBiJAyA

Fire in the Sky - www. youtube. com watch?v=kBQ7PS_VD_g

Egg Wyvern Down - www. youtube. com watch?v=sEpWQXzM2aI or www. youtube. com watch?v=DFWadiZkA_8 or www. youtube. com watch?v=f3D5ohJAtiM

Eggman Defeated? - www. youtube. com watch?v=fgdZ76w00D4

Surprise Appearance - www. youtube. com watch?v=8hASaRRCwgc

Onward to Canterlot! - www. youtube. com watch?v=Ifzs9kPx6OA


	16. Canterlot and the Center of Time

The whistle on the Friendship Express blew as the train approached the station in Canterlot, the train slowing down as it pulled into the station. The steam-powered locomotive's speed slowed to a crawl as the passenger cars lined up alongside the platform; once all of the passenger cars were up alongside the platform, the train came to a complete stop, letting out a hiss as the front engine released steam from underneath it.

Pinkie bounced through the door into the third car from the front, still wearing her pilot's hat and neckerchief as she cheered, "We're here~!"

The group looked up at her, everybody sitting in the same seats as when they left the station in Ponyville. "Uh, we kind of noticed, but thanks for the heads-up, Pinkie," Spike said.

Sonic stood up and shrugged, "Well, at least we finally got here, right?"

Tails came in behind Pinkie and said, "Yeah. Between all the portals on the way here and those time distortions that stopped the train for a while, it's amazing that it still looks the same as when we left."

Rainbow grinned, "Well, I'm not complaining! Lightning Dust may have stopped the train and caused all that trouble, but it was worth it to get a chance to race with Spitfire and Soarin! And we totally put her and those Babylon Rogues in their place too!"

Applejack sighed, "Well, Ah'll tell y'all what Ah didn't enjoy: that Eggman Nega feller that tried ta attack us. That guy was creepy."

Fluttershy shivered, "And so mean too…"

Twilight looked at Rarity, Shining Armor, and Cadance and said, "Those storybook worlds sure were interesting, weren't they?"

Shining nodded, "Yeah. That first one sure had a lot of places to go. And the desert kind of made me think of what I've heard about Saddle Arabia."

Rarity smiled, "And the second one… Ooh, it was wonderful! It was so nice of them to treat us like royalty because we're Sonic's friends!" The white unicorn gave a polite titter while the blue hedgehog rolled his eyes, not exactly entertaining the thought of going back to Camelot again anytime soon.

Cadance looked at Tails and said, "It's a shame you had to stay behind, Tails. You would've liked those worlds."

Tails rubbed the back of his head as he replied, "Yeah, well… someone needed to stay behind to get the train fixed. I'm sorry I missed it, but don't worry; I'm not mad. Maybe I'll get a chance to see them for myself someday."

Shining Armor stood up and said, "I'm sure you will." He then faced everyone and spoke, "Anyway, enough reminiscing for now. We've finally arrived in Canterlot and, considering all we had to go through on our way here, the Royal Guard should have swept the city up and down completely by now."

Sonic looked at him and asked, "So I'm guessing our first stop is going to be the castle?"

Shining nodded, "Right. Princess Celestia and Princess Luna are no doubt waiting for us there. We need to let them know we've arrived and find out what our next move is going to be."

Sonic replied, "Well, let's get going, then! They've probably been waiting long enough; we don't want to keep them waiting much longer, right?" Everybody nodded in agreement and, after Pinkie whisked her outfit away, they all got off the train, stepping out onto the platform.

Tails looked towards Canterlot as he walked down the platform's stairs with the others. "Wow, it sure seems quiet here," he commented softly.

"Maybe the princesses and the Royal Guard are having everypony stay inside for now, like the Mayor was doing back in Ponyville?" Twilight suggested as Spike climbed on her back.

Fluttershy squeaked as she glanced around nervously, "I sure hope so…"

Sonic turned to Shining Armor and asked, "Hey, aside from flying, what's the fastest way to the castle, Shining?"

Shining Armor replied, "I'll lead the way. It won't take us too long to get there." He then turned around and galloped away from the train station, everybody running after him and heading into the city.

As they ran through Canterlot towards the castle, everyone saw that, as they suspected, the streets were devoid of any life whatsoever. Still, they could occasionally feel eyes looking at them, presumably from the stores, restaurants, and homes along the street. Considering the attitude of Canterlot's nobility, with the exception of Fancypants and maybe a few others, most of them were probably looking at some of them with disdain.

Still, as Shining had said, it didn't take them long to reach the castle, all of them running up the path leading to the castle. They all had to come to a stop before they could reach it, however, as there was one complication standing in their way.

"Why is the drawbridge up?! We need to get in there!" Rainbow exclaimed.

"The guards must have drawn it up when they saw the sky. They were probably worried about something attacking," Shining guessed.

"What are we gonna do now?" Pinkie asked.

"Well, Tails and I could just fly over the wall and let them know we're here," Rainbow suggested.

Sonic looked at her, "I've got a better idea." He walked up to the edge of the moat and looked up at the castle walls. Cupping his hands around his mouth, he called, "HEY! KNOCK, KNOCK!"

It only took a few seconds after that for the white, armor-clad guard ponies to appear over the edge of the wall, all of them brandishing spears and pointing them down at Sonic. "Who goes there?!" one of them shouted.

Sonic called back, "Your captain and his wife, that's who!"

Realizing he was being called out, Shining came up alongside Sonic and ordered, "Stand down! He's on our side!"

The guard ponies' eyes widened at the sight of the unicorn stallion, all of them trying to stand their spears straight up quickly, one of them saying, "Captain- Prince Armor, Sir! Forgive us, Sir!"

Shining responded, "At ease! We need to talk to Princess Celestia and Princess Luna! Can anypony tell us where they are?"

The first guard pony spoke up, "Sir! They're at the tower where the Elements of Harmony are kept! We'll get the bridge lowered for you right away!" As the guards dispersed, the others walked over to Shining and Sonic, standing with them. A minute later, the drawbridge started to lower, opening completely within a few seconds.

As they walked across the bridge, Twilight looked at Sonic and said, "That was pretty effective."

Sonic grinned back at her, "Yeah, it's great when it works."

Applejack smiled at them and said, "C'mon, y'all, let's get ta that tower." Once again, Shining was on point as they moved through the castle and its grounds. As they approached the tower, the girls were reminded of their desperate run to retrieve the Elements of Harmony during the Changeling Invasion.

Soon enough, they were approaching the entrance to the tower, to the hall where the Elements of Harmony were normally stored. And just like the guard pony had said, Princess Celestia and Princess Luna were waiting for them, standing in front of a pair of large, mostly red doors that each had carvings etched into them and two holes near where the doors joined, neither one looking like the regular doors for the tower.

As they approached, Celestia spoke, "There you all are. It certainly took you all a while to get here. Is everypony okay?"

Twilight answered, "We're fine, Princess Celestia. We just encountered some… complications with time and space on the train ride here."

Shining nodded, "Yeah. Let's just leave it at that for now. What can we do to help, ma'am?"

Tails asked, "Is there something inside that tower?"

Luna answered, "We are not sure yet. The Royal Guards came across its unusual doors during their… sweep of the castle. Since they would not open normally, we decided to wait for all of you to arrive before we tried any other methods of opening them."

Sonic asked, "Wouldn't open normally?"

Celestia explained, "It is as though they are locked from the inside; they will not budge no matter how much force we apply to them. However, look here…" She and Luna stepped aside, the Solar Princess gesturing at the holes in the door. "These holes appear to be wide enough for our horns to fit into, much like the lock on the door for the Elements of Harmony. If Luna and I focus our magic and insert our horns, we think they will open the same way."

Pinkie bounced up and down excitedly, "Well, do it, then! Do it, do it, do it!" The princesses nodded and turned towards the doors, Celestia on the left and Luna on the right. They both lowered their heads, channeling their magic into their horns as they inserted them into the doors. They held their position for a few seconds before a light blue glow began to emanate from the holes, causing them to remove their horns and step back. As everyone watched, the glow began to spread across the door, everybody squinting as the glow began to shine brighter…

And just like that, it vanished, the doors in the same position as before. Everybody stared at them in confusion for a moment before Cadance asked, "What happened, aunties?"

While still looking at the door, Celestia replied, "I'm not sure, Cadance. We transferred our magic, the doors lit up in response… they should have opened for us."

Rainbow groaned, "Oh, man…! How are we supposed to get in there?"

Spike suggested, "Maybe there's something else we need to do before they'll open?"

Sonic held a hand to his chin, "Probably, Spike, but what?"

Twilight muttered, "I hope it doesn't have anything to do with the crystal caves below Canterlot…"

Everybody began to suggest ideas for what they had to do for about a minute. They all then turned to Tails as he asked, "Hey, did anybody feel that?" Everyone looked at him, wondering what he was talking about, but then the ground began to shake. Not heavily, but enough for them to notice. As they all looked around, they heard a kind of grinding sound coming from behind them and they turned to look.

Rising up out of the castle's stone, just behind the group and right in the middle of the walkway they were on, was a rectangle-shaped object. It almost looked like an altar of some kind. A few more seconds passed before the rumbling stopped, the object now fully unearthed. They waited a couple of seconds, wanting to make sure nothing was going to happen; when nothing did, they all gathered around it, including Celestia and Luna. Looking down at the top of it, they saw what appeared to be a full color map spread out across it.

"What the hay is this thing?" Applejack asked.

Twilight cocked her head to the side while Spike looked at it from her back. "It looks like a map of Canterlot," she said finally.

"It certainly does, darling. But what was it doing buried here?" Rarity asked. Twilight looked up at her, not quite sure herself.

A moment later, Tails spoke, "I think I've got it. It must've been hidden because it can help us open those doors."

Applejack looked up at him, "What makes ya say that, Sugarcube?"

Tails replied, "Well, I'm not entirely sure, but look here." He pointed to several spots on the map, each one showing a different shape surrounded by a circle that was filled in with a different color. A lightning bolt surrounded and filled in with cyan, a balloon with blue coloring, a diamond with white in and around it… "These look like the same shapes that are on each of your Elements of Harmony. My guess is they, and maybe the Chaos Emeralds, are somehow connected to the doors keeping us out of the tower," he explained.

Rainbow asked, "So we gotta go to each of these spots and use our Elements of Harmony at each one to get those doors open?"

Tails looked up at her, "That's my guess."

Celestia nodded, "Very well. It is clear what we must do then." She looked at Twilight, "Twilight, if I may see your saddlebags for a moment?" Spike slid off her back onto the ground and ran around to Tails' side while the lavender unicorn lifted her saddlebags up with her magic. She then levitated them over to Celestia, who took them with her magic.

The Sun Princess then opened the right saddlebag and levitated out the Elements of Harmony, clipping the necklaces around Applejack, Rarity, Rainbow Dash, Pinkie Pie, and Fluttershy's necks and placing the Element of Magic tiara atop Twilight's head, the princess setting the unicorn's saddlebags down near the tower doors for the time being. "You all must go to these locations and use the Elements of Harmony at each one of them," Celestia said.

Spike hopped up next to Tails on top of the block and asked, "Can I stay here with you guys? Maybe I can help you read the map or something."

Tails replied, "Sure, Spike. I'm sure I'm going to need some help determining where exactly these spots are."

Sonic spoke, "Guess I'll go with the girls, then, since I've got a radio and four of the Chaos Emeralds."

Tails looked up at him and nodded, "Yep." He brought his left tail around in front of him and reached into it with both hands. He pulled them both out a second later, the green and purple Chaos Emeralds in his right hand and the yellow Chaos Emerald in his left hand. "Here, take the rest of them with you too. You may need them, and they should all be accustomed to each other by now," he said.

Sonic nodded, "Okay." He reached over and took the three Chaos Emeralds with his hands, tucking them into his quills for later.

Before anything else could be done, Luna asked, "How will we inform each other that the doors have been opened, if that is indeed what the Elements of Harmony will do at those locations?" She gestured to the map as she explained, "They are spread out so far; it would not be easy to inform everypony at once."

Rainbow shrugged, "Maybe Sonic and I could round everypony up and we meet you all back up here?"

Twilight suggested, "Or maybe Shining or I could send out a signal with our magic once we know for sure?"

Sonic looked at her, "I like that idea. Just one thing, though: you both do the signal if the doors open, only one of you does it if things don't go like we expect them to. Should be a faster way of informing everyone of what's going on."

Shining nodded, "Sounds like a plan."

Applejack asked, "Whoa, what about the rest o' us, Sugar-hog? Not all o' us can use that kinda magic, ya know."

Sonic replied, "Yeah, but if something goes wrong on anybody's end once we're done running around, the doors probably won't open, so then something will have gone wrong. And even if they do open, it won't take long to find out if anything happened to someone when we regroup. Either way, it's sure to be faster than running around to check in on everyone."

Applejack conceded, "True."

Twilight looked at Tails and asked, "So where should we go first, Tails?"

The fox looked down at the map for a few seconds, determining the best place to start. He soon pointed at the yellow circle with a butterfly inside while saying, "This looks like a good place to start. It looks like it's in a park."

Spike looked at it as well and, a moment later, said, "I think that's the park where Twilight used to go to read or study sometimes."

Sonic smiled, "Oh, cool! Guess we know where to go first, then!"

Rainbow said, "Lead the way, Twi!" The lavender unicorn nodded; she then turned around and ran back down the walkway, her friends and Sonic following her.

Once they were back on the ground, it didn't take them long to reach the park. As they walked along the stone path leading through it, Fluttershy spoke up, "Um, what are we looking for exactly?"

Sonic said, "Probably anything that looks out of place or suspicious."

Not long afterwards, Pinkie started bouncing and pointing with a hoof, "Ooh, lookie over there! It looks like a water fountain!" Everybody stopped and looked where she was pointing. The object did kind of look like a public drinking fountain, but strangely enough, it was positioned directly under a large tree near a small hill rather off the beaten path rather than in the middle of it or along the side.

"That looks both suspicious and out of place to me," Twilight commented.

Sonic shrugged, "Well, let's take a closer look." They hurried over to the tree and crowded around the object. Upon closer inspection, it looked more like the pedestals that were part of the Gaia Temple altars that Chip had summoned and Sonic placed the drained Chaos Emeralds in when they were repairing the world. There was a slot where a Chaos Emerald would probably fit, as well as an indentation that was shaped like a butterfly.

"What do ya think, Sonic?" Applejack asked after a moment.

"I'm guessing we can fit both a Chaos Emerald and an Element of Harmony in this thing," the blue hedgehog replied.

"I think the circle was yellow. That must mean the yellow Chaos Emerald is supposed to go here," Twilight said. Sonic nodded and reached back into his quills, pulling out the yellow Chaos Emerald with his right hand.

He then looked up at Fluttershy and asked, "Ready, Fluttershy?"

The shy pegasus replied, "Oh, y-yes." She walked up to the pedestal on the side with the butterfly indentation, standing between it and the tree while Sonic stood across from her on the other side. She raised her hooves and took her necklace off, adjusting her hooves to hold it properly when she brought her forelegs down. She then placed it in the indentation at the same time that Sonic placed the yellow Chaos Emerald in the slot.

For a moment, nothing happened. Then a yellow pillar of light shot up around the pedestal, causing everyone to take a step back. It receded a moment later, but now the sides of the pedestal were glowing with a yellow light.

"Did it work?" Rainbow asked.

"Let's find out," Sonic replied as he reached for his radio. Bringing it out, he held it up to his face and clicked it on, "Tails, we just placed the Element of Kindness and the yellow Chaos Emerald in a pedestal in the park. Anything on your end?" He then let go of the button.

Tails replied a moment later, "Everything's still okay up here, Sonic, but one of the carvings on the doors lit up. It looks the same as the mark on the map. I see now that the carvings on the door match the marks on the map. Since the butterfly one lit up, that must mean you're doing it right. We get the rest of them to light up and we should be able to get inside the tower."

Sonic pressed the button and asked, "Okay, so what now?"

Tails responded, "Leave the Chaos Emerald and the Element of Kindness where they are for now. We'll retrieve them later in case they need to remain attached to get the door open. The next one's a cyan lightning bolt. It's at some kind of seating area near the cliffs."

Spike spoke up, "I think Rarity mentioned that's the place where the Wonderbolts Derby is held."

Rarity's eyes sparkled, "Ooh, I remember going there during my visit! I know where it is!"

Sonic clicked the radio back on and said, "Thanks, guys. We'll head over there now; I'll call you back once we're done." He then slid the radio back into his quills.

"Ah don't know if we should leave these here alone. Somepony or somethin' might try ta take 'em," Applejack commented.

"I think you have a point there, Applejack," Twilight said. She looked at Fluttershy and asked, "Fluttershy, would you mind staying here with your Element and the Chaos Emerald while we go to the other locations?"

Fluttershy gasped, "You mean… you want me to stay here… by myself?"

While looking up, Sonic said, "I wouldn't say that." He pointed up and everypony followed his finger and his gaze up towards the tree. They saw that some birds had flown in and were now standing atop some of its branches.

Fluttershy smiled, "Ooh, birds!" She whistled a tune to them and they all fluttered down, landing on her back, her raised foreleg, and her mane.

"Feel better now?" Sonic asked.

Fluttershy nodded as she began to listen to the birds, "Yes, I think so." She then looked at Sonic and said, "But if you can, please don't take too long. I, um…" She trailed off as she looked down towards the ground.

"We get it, Fluttershy. We'll try to move as fast as we can," Twilight reassured her. She then looked at Rarity and asked, "Rarity?"

The white unicorn replied, "I will not fail Fluttershy, my friends, or anypony else! Follow me!" Fluttershy watched as they all followed Rarity as she led the way through the park.

It didn't take them long to reach the seating area of the racecourse and find the pedestal in the box seat on top. Rainbow Dash was left to keep an eye on her necklace and the cyan Chaos Emerald as the group moved onto the remaining locations. Applejack, her necklace, and the red Chaos Emerald stayed in the middle of the stadium where the Equestria Rodeo was held, the group got into the Star Swirl the Bearded Wing with a guard pony's help and left Pinkie Pie with her Element and the blue Chaos Emerald near the large hourglass with a view of the front entrance so she could see outside, and Rarity was left in charge of the white Chaos Emerald and her own necklace in the castle garden. All that was left was Twilight with her crown and Sonic with two Chaos Emeralds.

As the two of them hurried towards the hedge maze, they passed through the castle's statue garden. As they ran past one statue, Sonic did a double-take and planted his feet against the ground, sliding to a stop. Twilight noticed and looked back at him as she came to a stop as well. She turned around to face him and asked, "What's wrong, Sonic?"

While looking back at the statue they just passed, the blue hedgehog responded, "That statue… Is that him?" Twilight looked up at the statue and saw a tall, familiar mismatched creature entombed in white stone, his face frozen in a look of fear. She remembered Celestia telling her that, following his brief reign over Equestria, Discord had been returned to his place in the castle garden. When Twilight expressed her worries about putting him back, her teacher reassured her and explained to her why there was no chance the draconequus would break out again for a long time to come.

Shaking her head to get some memories out, Twilight answered, "Yes. That's Discord, Sonic."

The hedgehog stared up at the statue for a moment before saying, "Doesn't look much different in stone than he does on the stained glass, does he?"

Twilight replied, "I guess not. Come on, we're almost at the entrance to the hedge maze." Sonic looked at her and nodded, both of them turning and running down the dirt path in front of them again.

A few seconds later, they came to a stop on the grass circle that was directly in front of the entrance to the hedge maze. While they looked up at it, Sonic asked, "Shoot for the center?"

Twilight nodded, "I think so. We didn't even make it to the center last time, thanks to Discord messing with us while we were playing his 'game'."

Sonic, while looking at her and holding his left thumb up, said, "Well, he's not here this time, and you've got me now! We can either cut across the top or you can find out how fast I can solve a maze!"

Twilight thought for a moment before replying, "I'd like to see how long it'll take you to find the center. This is a big hedge maze, so I don't expect you to do it in, like, ten seconds flat, but…"

Sonic grinned at her, "Is that a challenge?"

Twilight replied, "What? No! I'm just saying! And this is purely a… a scientific interest! We still have to save both of our worlds, so we have to be quick! If you take too long getting through the maze, I'm going to suggest that you go over the hedges so we don't keep everypony waiting!"

Sonic just grinned, "Still sounds like a challenge to me." Before Twilight could argue with him, he scooped her up in his arms and held her bridal style. He then got into a running stance as he added, "And I love a good challenge!" He then dashed into the maze, quickly making his first three turns in seconds as he ran past the hedges.

As the hedgehog ran through the hedge maze, Twilight decided to drop her arguments and just watch the scenery pass by. She actually found herself relaxing a bit in Sonic's arms. The first time she had experienced his speed for real instead of just watching it had been a shocking experience for her, and it had her on edge the whole time. Now, though, it wasn't so bad; kind of comfortable, actually.

All too soon, it came to an end when Sonic came to a stop. "We're here!" he announced. Twilight looked around; the area they had stopped in sure looked open enough to be the center of the hedge maze, the only entrance was the one they had come through, and there was a pedestal in the middle.

"Well… that was fast," she said, not really sure what else to say.

"Of course!" Sonic replied as he looked at her. He then set her down and asked, "So how did I do?"

Twilight responded, "Huh? Oh, sorry, I wasn't keeping track of your time. I kind of forgot to start counting when we entered the maze." She blushed in embarrassment at her silliness as she looked away. "But you obviously got through the maze fast. Made it through with Sonic speed," she quickly clarified.

Sonic looked at her for a moment before shrugging, "Ah, well… Maybe we'll try it again some other time, huh?"

Twilight looked back at him and nodded, "Right, of course. For now, let's just do what we came here to do." Sonic nodded and they walked over to the pedestal, standing at its sides. Twilight lifted her crown off with her magic while Sonic reached into his quills and retrieved the purple Chaos Emerald. They then placed both the crown and the Chaos Emerald in their respective spots across from each other. A moment later, a purple pillar of light shot out from under the pedestal for a moment before it disappeared, leaving the sides of the pedestal glowing purple.

Twilight looked up at Sonic, "That should do it, right?"

Sonic nodded and pulled out his radio. Holding it up to his face, he turned it on and said, "Tails, we just placed the purple Chaos Emerald and the crown thingy here in the hedge maze center."

The fox responded, "Copy that. The star on the door just lit up. Now we'll…" Before he could finish, he was suddenly cut off by rumbling in the background.

Sonic and Twilight stared at the radio for a second before Sonic pressed the button on the side and asked, "Tails, are you there? What happened?"

Tails answered back a few seconds later, "We're fine, Sonic. But a pedestal just rose up out of the ground behind the map. You still have one Chaos Emerald, right?" Sonic answered that he did, so Tails said, "Then come back up here. Once the last Chaos Emerald is in place, we should be able to open the doors."

Sonic replied, "Roger that, buddy. I'm on my way." He then released the button and looked over at Twilight. He glanced down at the radio for a moment before looking back up at her and holding it out to her. "Here, hang onto this. Tails or I will let you know if this opens the doors so you can send out the signal."

Twilight took the device with her magic and sat on her haunches, setting it down in her hooves. "You got it," she replied. She watched Sonic walk over to the lone entrance, but was confused when he stopped short and started looking around. "Uh, what are you doing?" she asked.

Sonic spotted a long stick and grabbed it. Holding it so it pointed towards the ground, he looked back at the unicorn and said, "In case you want to save your magic for whatever's on the other side of those doors, I'm gonna mark you a path to the entrance. It's your choice if you want to use it, though. See you soon!" He then shot off into the maze, dragging the stick through the dirt behind him to trace a path as he ran. As soon as he exited the maze, he dropped the stick along the side of the dirt path as he ran back to the castle.

After a little under a minute, he saw Tails, Spike, Shining Armor, Princess Cadance, Celestia, and Luna come into view in front of him. He also saw the pedestal that Tails was talking about, right up against the block the map was on, as well as the six carvings on the doors, three on the left door and three on the right door. Coming to a stop in front of the pedestal, where the Chaos Emerald slot was, he asked, "So this is it, huh?"

Shining nodded, "Yeah. But take a look at it." He gestured to something on his side of the block and Sonic moved around to the pedestal's side to get a better look. He saw there was another indentation in the pedestal in addition to the Chaos Emerald slot. "You see that? We don't know what it is, and all the Elements of Harmony are in place," Shining said.

Cadance added, "It doesn't even look like a necklace or a crown. It looks more like a ring… and a big ring at that." Sonic nodded in thought. Cadance was right; the indentation did look like a ring, though it had a spot that stuck out at one point, keeping the ring from having a perfect hoop shape. What could it be?

After a moment, Sonic snapped his fingers, "I've got it!" He reached into his quills with both of his hands, Tails, Spike, Shining, and the princesses watching him. He soon pulled them back out, the green Chaos Emerald in his right hand and the necklace Chip had left him in his left hand.

He stepped up to the side of the pedestal and placed both on it, Chip's necklace fitting into the indentation perfectly before he stepped back. A green pillar of light soon shot up from underneath the pedestal for a moment before disappearing, the sides of the pedestal now glowing green. Looking back at the doors, everyone saw that the last carving, a ring right in the middle where the two doors met and surrounded by the other six carvings, had lit up green.

"That ought to do it, right?" Sonic asked after a moment.

The others looked back at him, Spike saying, "Yeah, probably. Unless you have anything else that could be a key or whatever." Sonic shook his head, so Spike said, "Then I'd say we're good."

Tails nodded, "Yeah, me too." He looked over at Celestia and Luna, the two sisters standing in front of the doors, and said, "Go ahead, Princess Celestia, Princess Luna, try it now." They both nodded and faced the doors, once again channeling their magic into their horns as they lowered their heads and inserted their horns into the slots in the door.

They both removed their horns and stepped back a few seconds later, the holes once again glowing light blue that began to spread across the doors. This time, however, the glow spread across the carvings on the doors, a light blue line coming from each hole and moving over to the closest carvings (the balloon on the left and the apple on the right). After they touched the carvings, the lines moved from the top of the carvings to the ones above them (the diamond and the star) and then to the carvings on top (the butterfly and the lightning bolt), a line going from the top of those two carvings and connecting in the middle, forming an arch before a line from each carving shot towards the ring carving in the middle. The ring carving and the doors began to glow brightly, forcing everyone to squint or shield their eyes.

As they waited for the glow to vanish like it did before, they began to hear and feel a light rumbling. They then heard a thudding sound as the doors separated from each other, opening inward as the glow began to die down. When the glow was completely gone, they could see that the doors had opened all the way, revealing the tower's interior to them.

They all stared for a moment. Sonic then looked at Shining and said, "Hey Shining, your magic!" The stallion looked over at him for a moment before he remembered, nodding and then facing forward, focusing his magic into his horn and charging it up. Sonic then turned to Tails, saying, "Hey Tails, you'd better tell Twilight to do the same."

The fox nodded, "Right!" He brought out his radio and pressed the button; he then asked, "Twilight, can you hear me?"

The unicorn responded back a moment later, "Yes, I hear you, Tails!"

Tails spoke, "It worked, Twilight! The doors are open! Shining's getting his magic ready to send out the signal; you do the same so that the others know we're regrouping!"

**In the hedge maze**

Twilight pressed her hoof to the side of the radio and said, "I'm on it! Should I fire when I'm ready?"

Tails responded, "Yeah, go ahead! And don't forget to bring your crown and the Chaos Emerald back with you!"

Twilight answered, "Okay!" She then set the radio on top of the pedestal and began to channel her magic into her horn, gathering it around the tip. After about a minute, she had gathered enough magic and fired a shot straight up into the air. As she watched it go up, she heard an explosion that sounded like fireworks going off and guessed that Shining's signal had been sent. After a few moments, hers went off as well, exploding in the shape of her cutie mark.

"That should do it," Twilight nodded. She turned back to the pedestal, picking her crown up with her hooves and placing it on her head while using her magic to remove the purple Chaos Emerald and tuck it under her mane. Picking up the radio with her magic, she looked over towards the entrance back into the hedge maze and the path Sonic had traced for her. Deciding not to push her magic any more than she needed to, she ran back into the maze while putting the radio in her mane as well, following the path back to the entrance.

**At the stadium**

Applejack was looking up at where the sky was supposed to be, keeping an eye out for any kind of sign. As she was about to lower her head to check on her necklace and the red Chaos Emerald, she heard what sounded like fireworks exploding and looked back up. She could see a purple shield emblazoned with a six-pointed pink star with three small light blue stars above it floating in the sky near the castle; not far from it, she could see a pinkish-purple star with six points appear that was surrounded by five smaller white stars.

The orange earth pony grinned, "That's the sign! They got that door open!" Looking back down at the pedestal, she grabbed her necklace with her hooves and lifted it up, clipping it around her neck. She then grabbed the red Chaos Emerald and tucked it in her ponytail to store it until she could return it. She then galloped out of the stadium, heading back towards the castle.

At each location, the other Element Bearers heard and/or saw the signal in the sky and did the same, putting their necklaces back on and putting the Chaos Emerald that was left with them in their manes before heading for the castle. Rarity, being the closest one, waited for everypony at the base of the stairs leading up near the tower. Soon enough, everypony arrived and they all headed up together, all running to the tower.

Soon, the entrance to the tower came into view, and they could see Sonic, Spike, Tails, Shining, Cadance, Celestia, and Luna standing around the doors, seemingly looking at something. Weaving around the last pedestal and the block that the map was on, they all came to a stop at the foot of the steps in front, Twilight saying, "We came as fast as we could! …What's going on?"

Sonic, Shining, Tails, Spike, and Cadance turned to look at them, each one wearing concerned expressions. As they turned, the ponies also saw that Sonic was wearing Chip's necklace on his left wrist. "Everything's fine, I think. But check this out," Sonic said as he and the others moved off to the sides. Celestia and Luna then turned to the Element Bearers, both of them keeping the ponies from seeing inside the tower, Celestia levitating something forward.

The six ponies gasped; it was the box that held the Elements of Harmony! But it didn't look to be in the best shape. It had crack lines running through it, there were a few holes in it, the hinges on the back were bent out of shape… everything that could be done to a box without outright destroying or breaking it to pieces had been done to it.

"Who would do such a thing?! I had a very high opinion about that box!" Rarity exclaimed.

Tails rubbed the back of his head nervously, "It looks like you're not the only one who has an opinion about it, Rarity."

Sonic looked down at the beaten case as Celestia set it down on the ground. "Guess you're going to need something else to keep those in, huh?" he shrugged.

Celestia replied, "It won't be an issue, Sonic. I'm more concerned with how that creature got past the spell I put on the tower to keep magic users like Discord from stealing the Elements of Harmony again."

Applejack asked, "Ya mean that monster got into the tower somehow, Princess?" The Solar Princess nodded in confirmation.

Tails spoke, "Well, that's the theory Twilight and I were going with as a possible explanation for why the Elements of Harmony were scattered." He then turned towards the tower and pointed inside, "But that kind of confirms it." Everybody else peered inside again while the six ponies walked up the steps and looked for themselves.

The inside of the tower was even darker than the strange hallways had been, if that was even possible. They couldn't even see the stained glass windows along the sides, and there didn't appear to be any light getting inside, not even through the open doors. At the other end, they could see that the door that kept the Elements of Harmony safely locked up in the tower was open. Inside, all they could see was something red, an occasional lightning bolt running across it.

"What is that?" Rainbow asked.

"It appears to be another portal, but it's unlike any we've seen before," Shining answered.

Tails, while looking down at his radar, said, "Based on these readings, I'd say this is it. We've reached the center of the disturbance. That must be where the monster we've been chasing all this time is."

Fluttershy whimpered, "W-We're not going in there… a-are we?"

Rainbow said, "Of course we are, Fluttershy! We've got all the Elements of Harmony and all the Chaos Emeralds; it's time to take that thing down!"

Twilight spoke, "Oh! That reminds me!" She used her magic to retrieve the radio and floated it over to Sonic, saying, "You can have this back, Sonic, and the Chaos Emeralds too." That made everypony remember the gems they had tucked away in their manes, and they all reached up to pull them out.

Sonic, however, took the radio from Twilight's magic grip and said, "I'll hang onto this, but you girls can hang onto the Chaos Emeralds." He then looked back at the inside of the tower, "Just wait out here a second, everybody. I'm going to make sure there are no ugly surprises waiting for us in there that we can't see." Before anyone could stop him, he dashed inside and started running around every corner of the room, searching for any trap triggers.

After a couple of seconds, he came to a stop near the portal and spoke into the radio, "It's safe. Come on, let's do this!" Everyone heard him and, after Spike climbed up on Twilight's back, they all hurried inside towards the portal, Sonic leaping inside once they were closer and everyone following him through.

* * *

><p>Fluttershy squeaked as soon as she saw what was on the other side of the portal, trying to keep her wings from locking up on her now. Directly in front of the group was the monster they had been chasing, but its appearance had changed slightly. Most of the black smoke that had been covering it had vanished, allowing the group to see that it had four arms, two sets of wings, what appeared to be a pink core in its center, and a lot of gears holding it together. It was floating in the air in front of the platform the group was on, which looked like a rusty tan gear due to its circular shape and gaps in the floor nearby. The space behind the creature was nothing but wavy dark purple and magenta, similar gears, though they lacked the rusty look of the gear the group was standing on, floating in the air behind it and turning as they floated in space. Sonic came to a stop near the middle of the gear segment a short distance from the monster, Tails, Applejack, Fluttershy, and Rarity stopping along his left side and Rainbow Dash, Twilight and Spike, Pinkie Pie, Shining, and Cadance coming to a stop at his right. Celestia and Luna stood behind them all, all of them looking up at the monster as it flashed its claws menacingly at them.<p>

"Okay, whatever you are. If you want to avoid an embarrassing beat down, you better give up now!" Sonic called. Celestia glanced down at him, the hedgehog saying what she had been just about to say. Well, not in those exact words, of course, but it seemed Sonic was willing to be fair with this unknown entity like she was.

The creature, however, said nothing, and a second later, a black covering above its head slid back, revealing a hidden compartment housing an Eggmobile and a familiar mustached figure who spoke, "You're not in a position to demand anything, you nasty little pincushion!"

Tails, Spike, and the ponies all stared in shock as they realized it was Dr. Eggman while Sonic just facepalmed and shook his head while shrugging. Why didn't this surprise him? "Eggman! But, how?" Tails wondered aloud.

Another covering slid back, revealing another Eggmobile underneath Eggman's. It appeared to be empty, but two robot lackeys soon hopped up, hovering over the controls as they opened up. The red one on the right, from where the group was standing, spoke, "Well, you see, Tails, the boss had a little help with that."

Before anyone could ask, Eggman called down, "Yes, but certainly not from you two! You two are almost as much trouble as Sonic himself!"

The blue hedgehog asked, "Then what are your two robot flunkies doing up there with you, Eggman?"

The red one, Orbot, looked down at him and said, "We're just here to watch over things while HE's out. He's been disappearing a lot lately; I don't suppose he'll be returning any time soon."

The yellow robot on the left, Cubot, reached down with his right hand and grabbed a trumpet, bringing it up before saying to Orbot in a French/fancy accent, "Au contraire, mon capitán! He's back!" He then held up the trumpet in front of him and somehow blew into it.

"'He'? Who's he?" Tails wondered.

A dark voice spoke, "Ever the curious one, aren't you? Of course you'd want to know." Everyone looked down and saw, emerging from a blackish-blue sphere in front of the creature, a black hedgehog that looked a lot like Shadow! But he did not look exactly like the black and red hedgehog. His whole body was a pale black compared to Shadow, his eyes being a pale green and the spots on his quills and the undersides of his shoes being a pale blue. Everybody either winced or looked baffled and a little grossed out when he spoke, for he had no mouth yet the area of his face where he should have one moved, "Perhaps I can show you my records…"

Twilight started to sweat a little bit as she looked at him. "_It's him! He's the one Sonic, Tails, and Knuckles saw in the ruined future, the one who killed Sonic! But… how did he get here? Is he even supposed to exist?_" she thought to herself.

Before anyone could say anything, three new forms ran out of the still-open sphere behind the hedgehog, two of them coming to a stop at his sides while the third flew up, hovering over the hedgehog's head. Sonic, Tails, Spike, and the ponies instantly recognized the uniforms they were wearing: it was the Shadowbolts that attacked them before!

The leader looked down at the hedgehog and said, "Save the history lesson for later, Mephiles. We have some unfinished business to attend to." She then looked up at Rainbow and spoke, "I really shouldn't, but I'm willing to let the bad times between us go, Rainbow Dash. You've got a lot of talent; to have to put you down just because you were stubborn in the past would be a waste of such talent. So I'm giving you one last chance. Join us now and all will be forgiven."

The cyan mare responded, "You just don't know when to quit, do you? I said it before and I'll say it again: thank you for the offer, but I'll never abandon my friends!"

The Shadowbolt leader shook her head, "Still so stubborn… what a pity." She then shrugged, "Very well, then, if that is what you wish. It's time for all this to come to a head, anyway." She then flew up to about the level of the monster's core, flapping her wings to hover there.

The sphere behind Mephiles rippled and, a second later, something else stepped out of it before it closed up. Both Luna and Celestia's eyes widened at the sight of a black pegasus unicorn clad in armor. Nightmare Moon! "_They were right… She really has returned!_" Luna thought to herself.

The dark mare smiled, "Luna. How nice to see you again. Looks like you've grown a bit since the last time I saw you."

Celestia held her left wing up in front of her little sister protectively, saying, "Don't you dare talk to my sister that way, Nightmare Moon! You've done enough to us in the past! Wherever you were hiding, you should have stayed there! Now you and this human will answer for what you've done!"

Nightmare Moon just smirked, "Oh, spare me, Celestia. You really think it'll be that easy? That everything you can see is just the way it is?"

The Solar Princess raised an eyebrow, "What?"

Nightmare Moon asked, "Can you feel it, coming in the air tonight? I've been waiting for this moment- Gah!" She was suddenly cut off with a seemingly pain-filled exclamation. While she and Celestia had been talking, Mephiles had melted down into a purplish-black puddle and slid underneath the black mare. The puddle had spread out under her completely and now, instead of her sinking down into it, it was rising up towards her, seemingly joining with her.

"What in the name of…?" Luna stuttered in shock and worry. As they watched, the two male Shadowbolts suddenly spread their wings and flew up, hovering backwards to Nightmare Moon's sides while their leader turned around to look at the dark mare. Without warning, all three suddenly rushed her, the two males hitting her at the base of her wings while the leader struck her in the face, all of them vanishing upon hitting her and causing her to let out a scream of agony. She kept screaming for a few seconds before her eyes rolled back in her head, her eyes closing as she fell onto her stomach with her legs outstretched. She wasn't moving.

Everyone in the group stared at her in absolute confusion. "_What the heck just happened? Did her Shadowbolts and that Mephiles guy just commit a mutiny out of nowhere?_" Sonic wondered. He was about to take a step forward and take a closer look when a low growl reached his ears, and it was coming from Nightmare Moon. The dark mare's eyes suddenly opened wide a second later, both of them now glowing bright yellow as she began to raise her head. Eggman smiled widely down at her, eager to see what his new ally was about to do.

As Nightmare Moon attempted to push herself up with her hooves, a loud cracking sound was heard. Applejack cringed when she heard it; it was the sound of bones cracking, but even on Granny Smith's not-so-good days, she'd never heard a crack like that before. Looking towards her flank, everyone saw that her hind legs were the source of the crack; they were now bending inwards towards each other! As the black mare seemed to adjust to her new hind legs, her horn, still bent at the end, suddenly retreated back into her skull, seemingly reducing her to a pegasus.

She began to climb to her hooves, everyone watching her with a mixture of different looks, ranging anywhere from fear to confusion. As she stood up, she swung her left foreleg out to the side, the hoof at the end flying off like a broken cast, a long, thin four-fingered hand now extending from it while, simultaneously, a pair of horns, neither one looking like a unicorn's horn, sprouted from the top of her head, sending her helmet flying. Balancing herself on her hind legs, she slammed her now-bulging right hoof on the metallic ground, the hoof seemingly exploding into pieces and revealing a muscular, furry hand underneath it.

Rearing up on her hind legs, Nightmare Moon held her arms out at her sides and held her head up, breaking into mad laughter. But as her body continued its restructuring, her shrill, high-pitched laugh began to change to a deeper, more dominant laugh. Her wispy tail burst into a longer, more reptilian tail with something at the end of it, her right hind leg sprouted claws at the end, her spine began to pop and crack as it bent and extended, making her taller as her wings were blown off of her back and quickly replaced with new wings (though her right wing looked vastly different from her left wing), and her flowing hair began to flatten against the back of her neck.

Her transformation nearing its completion, her muzzle changed shape somewhat, her ears flattening against her skull and getting longer as her neck got slightly longer… and she was STILL laughing. Her mane joined with her neck, losing its ethereal appearance as it took on a more mohawk-like appearance like a zebra. Her chest plate falling from her neck, she stood at her new full height, her body still shrouded in black and her eyes glowing yellow like beacons in the night. She looked nothing like a pony anymore, and yet she looked familiar…

As her black coat began to fade away and reveal what was underneath it, Nightmare Moon's laugh changed from dominating to a deep laugh of amusement as her eyes closed. Underneath the black coat, her dragon-like tail was red with white fluff at the end, she had a light brown goat leg and a green lizard leg for hind legs, her coat was mostly a brown color… Eggman grinned widely as the ponies' eyes, save for Shining Armor and Cadance's, widened as more details were revealed, their mouths hanging open. It couldn't be… could it?

As the creature's gray head and goat and deer antlers were revealed, it swung its head down to look all of them, opening its now gold and red eyes as it pointed down at them with its left hand, an eagle talon, and cheekily grinned in a distinctly masculine voice, "The looks on your faces! Priceless!" He snapped the fingers on his right hand, now revealed to be a lion's paw, causing a hand mirror to appear in it. Despite its appearance, this wasn't exactly your average mirror. Somehow, it allowed whoever was behind it to see the reflection on the other side. The creature pointed it at Pinkie, who had a grin on her face as she seemed to realize it was another 'scaring is fun' moment, and said, "Except for you." He then pointed it at Sonic, "And you." Once the transformation had finished, the blue hedgehog's face had been quick to change to a look that screamed "We are NOT amused".

Celestia was the first to close her mouth and speak, "Discord?! But how?! This is impossible!"

The draconequus put on a hurt look, swooning like Rarity as he asked, "Oh Celestia, must you be so crude? An anniversary just came and went, you know. You can't even start with a "Hey, Discord! How've ya been? Gosh, it's been so long!"?" He then quickly straightened up, grinning down at her, "And really, why must you ask questions you already know the answer to?" He snapped his eagle talon fingers, winking out of existence and reappearing next to the Sun Princess.

He twisted his neck around so that his face was right in front of Celestia's, "Have the past one thousand years really not been kind to you? Is it that hard to remember everything leading up to our battle near the Forest of Leota?" Luna was about to lunge at him, but again he snapped his fingers and vanished, reappearing in front of the group as Mephiles. He spoke, his voice altered to sound like the pale lookalike, "Look with your eyes, Celestia. What you're seeing is really happening, the real deal. So let me remind you…" he raised his left hand and snapped his fingers, quickly turning back into his regular draconequus self and snaking his way amongst the group. He ended up with his lion paw arm wrapped around Sonic's right shoulder, his mirror once again being held in his paw, and his face right in front of Tails' face as he finished in his regular voice, "I am the master of impossibilities."

Twilight found her voice after a moment, "But the statue garden…! Your statue was there, Discord!"

The draconequus craned his neck, arching over Sonic and Rainbow's heads as he looked the lavender unicorn in the eyes, his head upside-down. He smiled, "Ah, yes, you did see that, didn't you? Quite convincing, wasn't it? Almost as handsome as the real deal! But alas, my dear, it was only a fake." He snapped his fingers and reappeared in front of the group, holding his mirror up in front of him and allowing everyone to see his admiring himself through the back of it. "You know, your blue friend was right, Twilight. A statue is no match for seeing the real thing. It's just not the same," he said.

He flicked his mirror over his shoulder, the framed reflective surface hitting the ground and giving off a sound from a bagpipe as it disappeared before he looked back at the group, "Still, I suppose you all have questions, and there happens to be a funny story behind all this. So if it's an explanation you want," he snapped his fingers, disappearing and reappearing in a relaxing position in the Eggmobile underneath Eggman's, a glass of chocolate milk in his eagle talon while his lion paw arm rested on top of Cubot like he was an armrest, "I'm sure the gentleman genius Dr. Eggman would be happy to give you one."

The bad doctor smiled down at the draconequus, "It would be my pleasure, most excellent and random Discord." He raised his right hand and snapped his fingers; in response, the creature brought all four of its hands close together, a black cloud beginning to form in the middle between them. After a few moments, the cloud faded away, leaving a TV-like gray-framed screen floating in its place. The creature then moved its arms away, letting them hang in the air while the screen turned on, displaying an image of Eggman's Incredible Interstellar Amusement Park being destroyed as a black hole formed between the Tropical Resort and the track for the Ultra-Accelerating Space Elevator.

Tails gasped, "That's…!"

Eggman nodded, "Yes, of course you know what that is, Tails. Even back on the planet, you surely had a good view as my amusement park imploded due to that black hole." The image on the screen started changing as he went on, "Following that… little setback, I stumbled upon the primordial form of this unique creation. Which I discovered had amazing abilities neither Discord nor I have yet been able to master: it could erase time and space! I then had the brilliant idea to tame this beast and harness its power to control all of time and space!" The enthusiasm on his face seemed to die down for a moment as he said, "Unfortunately, it proved to be more than a little unstable when I tried to take control of it." He then smirked, "But I'm sure your pony friends remember that!"

Sonic looked over at Rainbow, Twilight, and Pinkie while Tails turned his head to look at Applejack, Rarity, and Fluttershy, the former raising an eyebrow, "What's he talking about?"

Rainbow glanced at him as she said, "Hay if I know! He's talking crazy! We've never seen him or his monster until today! I know I'd remember them if we had!"

Eggman simply smirked, "I suppose I should be hurt by that, but to be honest, hearing that isn't all that surprising, Rainbow Dash." He waggled his fingers for emphasis as he went on, "What with all your 'rocking' and 'sliding', you tend to forget a lot of things!"

Rainbow glared up at him, "And what's THAT supposed to mean?!" While she was speaking, Twilight looked down at the ground in thought. As soon as Eggman had mentioned remembering something, her brain had switched over to supercomputer mode, processing everything she'd just heard. From what she could tell, Eggman and his creature had somehow gotten mixed up with them at some point without their realizing it, yet he made it sound like they should already have known about his presence. Add in the insult he'd thrown at Rainbow and carry the recent events in Ponyville…

Twilight's eyes went wide and her mouth hung open. Suddenly, all the pieces fit together.

She looked up at Eggman, pointing a hoof up at him as she said, "It was you! You caused the rockslides that day, Dr. Eggman!" Her friends and brother looked at her in confusion while Sonic, Tails, and the princesses looked at her curiously.

Before any of them could ask the question they were all thinking, Eggman caught everyone's attention by applauding. As he finished, he spoke, "Very good, Twilight Sparkle! You figured it out! It took you over a week to do it, but hey, you still got it!"

Applejack looked up at him with a raised eyebrow, "Wait, what are y'all talkin' about? Ah don't get it!"

Eggman just grinned, "Well, of course YOU don't, Applejack! You're a country hick; I would be impressed if you could count to ten properly!"

The orange earth pony growled, "Ooh…! Why, you bloated - !" She was cut off when the creature's lower left claw came dangerously close and flashed threateningly at her.

Eggman waggled his index finger at her, "Ah, ah, ah! It doesn't look like my beloved Time Eater likes you getting smart with me! I'd watch that mouth of yours if I were you, cowpony, or you might find out what it's like not having one!" Applejack backed off at that, though she still glared angrily up at the doctor as he continued, "Yes, Twilight is absolutely correct. I can assure you, it was by complete accident that Equestria happened to get involved in my plans as well, although it's a very nice accident if I do say so myself!" He snapped his fingers, the image of deep space on the floating screen changing to one showing a vortex in the sky above Equestria, the Time Eater heading for the mountain that the group had climbed up not that long ago. "You see, when I tried to use the Time Eater to travel to the past, it got a bit… shall we say, rowdy and ripped the universe a new time-space hole! And wouldn't you know it, it sent me to Equestria! Most unexpected, but a pleasant surprise all the same!"

Underneath Discord's arm, Cubot groaned, "No, no, and no again! Our arrival 'ere was not pleasant at all!"

Beside him, Orbot nodded, "Oh, absolutely." He looked up at Eggman, "Boss, would it have killed you to install airbags into your Eggmobile in case of emergency mountain crashes?"

Eggman leaned over the side of his Eggmobile to look down at him, "Oh, quit your whining already, you big babies! At least we hit a pile of dirt on the way down!"

Tails' eyes widened as he caught onto what they were talking about, remembering the indentation on the side of the mountain. "That's why the readings on my radar looked familiar! They weren't exactly the same, but they resembled the readings I got when that thing flew over Sweet Apple Acres!" he said.

Eggman stood up straight and nodded, "Correct! I'm amazed you were able to get a reading at all, Tails; that mark is over a week old!" He then said, "At any rate, I was able to get the Time Eater back under control and hide it inside the cave further up from our landing site. Since it was occupied by a dragon at one point, I didn't have to do any remodeling to get it inside, but then I remembered the explosion that happened when we landed. Surely someone must have heard that; I had to be ready in case anyone came to investigate. It's a good thing I did, too, because I eventually saw six ponies coming up the mountain that were, as it turns out, snooping as usual!"

Pinkie piped up, "Ooh! Who were they?!"

Eggman glared down at her for a moment before deciding to ignore her and continue with his explanation, "Anyway, by the time you six girls showed up, I was already ready. That crash ended up knocking loose the rocks that undoubtedly sent you up the mountain to investigate in the first place. I was able to use what little control over the Time Eater I had to make it look like the mountain was beginning to fall apart on the inside and part of it was beginning to collapse! It worked like a charm; once you ponies believed you had stopped the 'rockslides', you turned around so close to the summit and headed home, convinced you had 'fixed' the problem. All except for one…"

Twilight started to glare up at him at that, the doctor noticing and grinning, "Yes, Twilight Sparkle was the only one who seemed to give that little incident a second thought! Oh sure, at the time, she thought the same thing as the rest of you, but even then, as I watched you all leave through one of my cameras, I could tell she was not one hundred percent convinced that it was simply an unusual occurrence of rockslides! No doubt her silent misgivings only grew when you all returned home to Ponyville; someone must've told her about the initial explosion, spurring her to climb back up the mountain and investigate!"

Twilight's expression slowly began to change from a glare to a worried look as Eggman went on, "Of course, by the time she came back up, my Time Eater, flunkies, and I were long gone by then, with no evidence to suggest that we were there! We made sure to gather up everything before we left, unlike a certain draconequus." He looked down meaningfully at his ally as he said that, Discord rolling his eyes and giving him a dismissive wave with his lion paw before reaching underneath the panel of his Eggmobile with his paw and pulling a cotton candy cloud out from under it, moving it off to the side and turning the empty chocolate milk in his eagle talon into a glass before holding it under the cloud, filling it from the top-down with the cloud's chocolate milk rain.

Eggman shook his head and then said, "Anyway, since she had no solid evidence to confirm or refute her suspicions, I'm sure your little bookworm friend turned to her library for help, to see if any of her books could help her! After all, she couldn't go to her friends when all she had were suspicions!"

Rainbow retorted, "Hey! If she'd said something was up, we would've believed her!"

Eggman began to laugh raucously at that, ignoring the looks he was getting. He caught himself before somebody could ask him what was so funny and grinned, "Why, of course you would have!" Going back to his usual confident smile, he went on, "But let me remind you, she was only suspicious; at the time, not even Twilight was fully convinced something was wrong. Surely she had to know for sure that you actually had a problem on your hooves before she told anybody. There was no point in telling her friends if there wasn't actually a problem, so what else could she do? I'm sure the only real option available to her was to do research, though I'm sure none of you noticed." He grinned down at Spike, "You're probably the only one who knew what she was really trying to find in all of those books she was reading, eh Spikey-Wikey?"

Everyone looked at Spike at that, Twilight turning her head slightly and moving her eyes to look at him. The baby dragon nervously scratched the side of his head, "Uh… sorry for thinking you were wasting your time researching something pointless, Twilight?"

The lavender unicorn sighed, "It's all right, Spike. He's right; there was no proof up there other than the indentation to indicate something strange had happened. Dr. Eggman got away clean."

Eggman chuckled, "Yes, I did for a change, didn't I?"

Discord laughed, "Ah, ha, ha, ha! Oh, that's brilliant, Robbie! I didn't think anyone else would be able to figure Twilight out that quickly!"

Eggman yelled down at him, "Hey, cut that out! I told you, my name is Dr. Eggman! No one calls me by my grandfather's name anymore!"

Discord shrugged, "Some people might…" He looked towards the screen and winked at the reader.

Luna yelled, "Still your tongue, Discord! How are you free?! And why are you working with this… madman?!"

Discord gave a heavy sigh, "You just can't be happy simply being in my presence again, can you, Luna?" He held up his glass of chocolate milk, drank the glass, and threw the chocolate milk away. It landed behind the group, exploding as soon as it hit the ground and catching a few of them by surprise.

"_What does he put in that stuff, nitroglycerine?_" Sonic wondered.

Before he could ask, Eggman spoke, "Thank you, Discord. It seems I have gotten a bit off-track." He cleared his throat and snapped his fingers, his screen floating down out of everyone's view, before he continued, "After I managed to find a new hiding place, it became apparent that the Time Eater was not quite perfect yet. I suppose I could've taken my time and worked on it myself… but I decided, why wait? Not to mention it would be difficult to rule over two worlds at once, so I did some research of my own on Equestria's history, specifically looking for someone who could help me. It didn't take me long to settle on Discord, and so I took to the field to continue my research. It took a while to get all the variables accounted for and a few modifications made, but it was all worth it. After all, I knew if anyone in Equestria was smart enough, powerful enough, and willing enough to help me…" He gestured down at Discord, "it would be the Spirit of Chaos himself!"

The draconequus chuckled, finally taking his lion paw arm off of Cubot and snapping his eagle talon to send his cotton candy cloud away as he spoke, "Oh, you are too kind, dear doctor! And your plan was so intriguing and so deliciously chaotic that I was happy to be a part of it!" He slapped his lion paw down on top of the Eggmobile's console as he added, "Keeping this little chaotic wonder of yours under control is hardly a drain for me, anyway!"

Eggman nodded and then said, "Of course, there was still the matter of making sure nobody could stop us, be it Sonic or those 'Element Bearers' that Discord told me about. So we captured your friends, flinging them through time to bait our traps."

Discord spoke, "I personally object to that term, but whatever. At any rate, I figured it would be amusing to watch you all stumble your way through that white world as well. Turns out you all had to be such killjoys since you managed to find your way without too much trouble, but it was still amusing to watch you all go through those trials of the past."

Tails spoke up, "Is this all just a game to you two? It's bad enough that thing ripped through to another universe, but the more it goes tearing through time, the more damage you do to both of our worlds!" Sonic and some of the others nodded in agreement.

Eggman replied, "Oh, I wouldn't worry about that, Tails. After all, you and your friends aren't going to be around long enough to see the glorious changes Discord and I have in store for both the ponies' world and our world!" He then put his hands on his hips and laughed uproariously, "HO HO HO HO HOO HOO HOO HOO HO- *cough*, *cough*- HOO HOO HOO HOO HOO!"

While he was laughing, Discord, Orbot, and Cubot all looked up at him, one of Discord's eyebrows rising as his mouth pulled into a disapproving frown (like Mr. Spock!). He then looked down at Cubot and Orbot and said, "Wow. This guy has some issues, doesn't he?"

Before either of them could answer, Eggman looked down over the side of his Eggmobile and grinned down at the draconequus with a chuckle. "We'll see who has issues after I've taken care of both Sonic and the Bearers of Harmony… FOREVER!" he finished in a menacing tone.

"HEY! That's my line!" Pinkie exclaimed.

Both Discord and Eggman ignored her, the former asking, "Don't you mean after WE take care of them? Let me remind you, doctor, that it's my magic that's keeping your Time Eater pet here under control."

Eggman glared down at him, "Yes, yes, of course. Now let's stop making sense and start causing more chaos." He then pulled his head back and stood up straight.

Sonic scratched the side of his head as he asked, "Take care of us? You and what mustache?" He then started pointing with his right index finger and thumb as he said, "Tails and I are constantly beating you all the time, Doc, and two of Equestria's princesses and these awesome six mares have each turned 'everything-but-the-kitchen-sink' over there into stone. And now we're working together!" Discord looked a bit miffed at what Sonic had called him (how dare he suggest the master of impossibilities would forget something like the kitchen sink!) while the ponies smiled at him, Rainbow Dash doing a flip and Pinkie Pie doing a few bounces in place.

Eggman rubbed his hands together as he spoke, "Then you're going to LOVE what we have in store for you!" He then flopped down into his seat, the protective coverings on the Time Eater sliding up and hiding him, Discord, Cubot, and Orbot from view. The Time Eater then brought all four hands together, forming a purplish-black sphere between them while everyone tensed up, waiting to see what it was going to do.

After a second, the Time Eater thrust its hands out, firing purplish-black spheres in multiple directions! The group immediately split up, Sonic, Tails, Applejack, Rarity, and Fluttershy breaking to the left, Rainbow, Twilight, Pinkie, Shining, and Cadance running to the right, and Celestia and Luna flying up and back, all of them getting out of the way as a sphere hit where they had all been standing a moment ago.

As they all ran, the Time Eater kept firing spheres at them, hitting the ground at everyone's sides and leaving purple marks that faded away a few seconds later. They all came close, but none of them hit; however, that could be mainly due to the fact that everybody was moving. "Oh my goodness, oh my goodness!" Fluttershy squeaked as she flapped her wings, flying just above the ground as she tried to stay close to her friends.

Applejack glanced over at her and said, "Don't panic, Fluttershy! Just stay focused on what's goin' on around you!"

Sonic nodded, "Yeah!" He looked over at the others for a second and called, "Keep moving! Don't make it easy for them!" As they ran, flew, and bounced around the spheres, Twilight (plus Spike), Shining, Cadance, Rainbow, and Pinkie nodded at him before facing forward again.

"Move all you want! It won't make any difference in the end!" Eggman taunted.

Ducking under another sphere with a yelp, Spike looked at Twilight and asked, "Twilight, what do we do?!"

After moving to her right to avoid a sphere that landed just in front of her, Twilight said, "I don't know, Spike! I'm not sure what to do!" She looked over at her brother as she ran alongside him and asked, "Shining, do you have any ideas?"

The white stallion replied, "I'd like to know what else that thing can do and how resistant it is, but moving is the best option right now!" As the spheres stopped coming, he called to the others, "We need to find out if that thing's weak against anything! If we can at least stun it, we should have a chance!"

Sonic called back, "I think that can be arranged!" He looked next to him at Tails and said, "Tails!" The fox looked up at him and, after a moment nodded. A few seconds later, while everyone else turned around to move away from the Time Eater, Sonic, Tails, and Rainbow Dash kept going, Sonic and Tails planning to gauge its strength while Rainbow planned on simply attacking it.

As they came around to its front, Sonic and Tails jumped up together, joining hands and beginning to spin in a circle. After a second, they joined together to form one big blue and yellow ball, shooting towards the Time Eater. Rainbow Dash, meanwhile, was flying towards it at full speed from the other side.

As they were about to reach it, the Time Eater pulled both of its right arms back and swung them forward, its arms colliding with them and sending them all flying backwards. Sonic and Tails broke out of their combined attack as they hit the ground, both of them flopping backwards while Rainbow Dash was sent rolling backwards when she hit the ground.

"Augh!"

"Wah!"

"Whoaoaoaoaoa!"

Sonic and Tails soon came to a stop near the middle of the floor on their fronts while Celestia used her magic to grab Rainbow Dash before she could go rolling over the edge. As she and Luna descended, landing behind Sonic and Tails, Twilight and the others came running over to them, all of them shouting the trio's names.

"Rainbow Dash! Are you quite all right?!" Rarity exclaimed, the dazed pegasus managing to give her an affirmative nod.

"Oh my goodness! Sonic, Tails, are you okay?" Fluttershy asked.

The two of them grunted as they picked themselves up, Tails, while holding his left hand against his forehead, groaning, "Ugh… I think so, Fluttershy." Shaking his head, he looked up at the Time Eater and said, "But clearly, we're not going to be able to beat that thing with a simple frontal assault." He and Sonic then climbed to their feet, Sonic shaking his head to get rid of the last traces of dizziness.

Discord laughed, "Ha! Is that all you've got?"

Celestia set Rainbow Dash down on her hooves and spoke, "Stay back, everypony. If it's a personal touch that Discord wants, Luna and I will be happy to give him one." Luna nodded; they both stepped around Sonic and Tails, coming to a stop in front of them and everypony else.

Eggman mockingly cried, "Oh dear, Discord! It looks like Celestia and Luna are stepping up to the plate again, this time to take down the Time Eater! Whatever will we do?!"

Luna scowled, knowing sarcasm when she heard it. "So you doubt our combined power, human? We will see how much your wit helps you when your monster has experienced the pain and destruction that you have done to your own Moon!" she said.

"Booooooooooring!" Discord mocked.

Celestia and Luna both glared up at where Discord was, Celestia saying, "Luna, heat them up!" They stood next to each other in aggressive stances, both their horns lighting up with their magic. After a second, their horns glowed brightly as they both fired their strongest magic beams at the Time Eater. The creature made no effort to defend itself and their beams struck it right in the face. It began to glow brightly as soon as they hit, glowing a mixture of yellow and cobalt for a moment before a bright flash forced everyone to look away. Luna and Celestia smiled as they waited for their vision to clear, sure that it was defeated.

When the flash cleared, however, their smiles fell off like water on plastic. Not only was the Time Eater still in the same place it had been when they had attacked, but it didn't look like it had been hurt at all! "But… how can this be?!" Luna cried.

"Ha! This is why you should get out more and cut down on the cakes, Celestia!" Discord laughed.

"I'm afraid I would have to agree with Discord, Celestia. While your combined attack was indeed showy, I'd say Luna's magic beam had more of a sting compared to your tickle. Not that there was a significant difference, mind you!" Eggman said. He then smirked, "Now it's our turn!" He pressed a button on his Eggmobile's control console, the Time Eater raising its arms and reaching its hands out towards the group in response.

Upon seeing this, Celestia narrowed her eyes and said, "Shining Armor, your spell!" The white stallion quickly caught on and focused his magic into his horn. A second later, it glowed brightly as he fired a beam of magic straight up into the air, the magic stopping and spreading out after a moment, forming a large force field around the group. The Time Eater's hands reached the force field just as it finished forming, its palms and claws pressing up against it but not breaking through it, pulling its arms back after a moment.

"Whoa… What spell is this?" Tails wondered.

"It's my strongest force field spell, Tails. I used it to protect Canterlot when I was getting married," Shining explained.

"That's fine and all, but it will not last forever. And you cannot keep repairing it continuously, Captain Armor," Luna said. She turned to her sister and asked, "Celestia, what are you planning?"

Discord called, "Yeah Celestia, what good is hiding under a dinky force field going to help you do? You never seemed like the dramatic type, even during your younger days!" He grinned to himself at that, recalling thousand year-old memories.

Underneath the force field, Celestia spoke, "There will be no drama here, Discord. Shining Armor's force field will serve its purpose well here." She turned to look back at the others, saying, "Sonic, Tails, Spike, Shining Armor, Cadance, all of you move off to the side. You girls get into position. The Elements of Harmony will take the Time Eater down." Everyone nodded in understanding, Twilight's friends lining up around her while Sonic, Tails, and Spike backed away and Shining and Cadance moved off to the side. Celestia looked at the captain and said, "When I give the word, drop the force field." Shining nodded, both of them, Cadance, and Luna turning to look up at the Time Eater beyond the force field.

As they backed up to a safe distance, Spike exclaimed, "Oh, this is gonna be awesome, you guys! I'm finally gonna see what Twilight and the others look like when they're using the Elements of Harmony!" Sonic and Tails smiled a bit down at him before returning to mostly neutral expressions as they looked back up at the six ponies. Despite how strong the Time Eater seemed, they hoped that the Elements of Harmony would be able to do the job.

Twilight spoke, "Ready, girls?" Her five friends nodded, all of them closing their eyes and the tiara and necklaces beginning to glow as they tapped into their power. Twilight's crown lit up with a burst of color, the others' necklaces doing the same as the air began to rush around everyone under the force field, blowing past everyone like the wind.

Discord's grin disappeared as he saw the Elements of Harmony lighting up, their Bearers beginning to float off the ground. "Oh, for goodness sake!" he growled, slamming his lion paw down on top of Cubot's head and cursing the fact that he forgot about them.

Orbot looked at Cubot worriedly, but the yellow robot soon shook his head and then glared up at Discord, saying in a heavy mobster accent, "Hey, watch it, buster!"

Discord ignored him as he began tapping on the controls for his Eggmobile, but the Time Eater wouldn't respond to his inputs. He turned and looked up at his covering, up where Eggman was, and demanded, "Eggman, why won't this move?! We have to get through that shield!" The bad doctor only grinned, not that Discord could see it. The draconequus nearly yelled, "Have you forgotten how much I don't like those accursed Elements?! Once they're done charging, they're going to use them on us, and then your little pet is finished!"

Eggman spoke, "Oh, will you relax, my chaotic companion? I've never seen the Elements of Harmony in action before." He adjusted his glasses, looking at Twilight as he added, "I thought they'd charge up faster. Twilight and the others had better hurry… before they're TARDY!"

Twilight's eyes shot open when she heard that last word, but quickly managed to close them again and remain focused. The Rainbow of Light was almost ready, though the glow coming from her crown seemed to waver a bit…

Both Discord and Eggman noticed it, though, the former raising an eyebrow for a moment before he grinned. He then said, "Well, that's no surprise. They're always overprotective of each other, especially Twilight!"

Twilight gritted her teeth as she grunted. She had to stay focused…

Off to the side, Cadance asked, "What are they doing?"

Shining said, "I have no idea, Cadance… They should be trying to get past my spell. What's wrong with them?"

The protective covering over Eggman slid back, the doctor standing up and looking down at Discord as he spoke, "Is she now? That can't always be a good thing." He looked up at Twilight and smirked, "That's like being ready for a disaster you don't know for sure is going to happen!"

Twilight placed her hooves on top of her ears, pressing down against them, trying to block out the noise…

Luna looked back at the six ponies and noticed what Twilight was doing. "Sister…" she started, trying to get Celestia's attention. The Sun Princess shook her head; Luna looked up at her and tried again, "Sister!"

Celestia said, "Not now, Luna. The Elements of Harmony are almost finished charging. We'll see how worthless Dr. Eggman thinks they are in a moment."

Luna pleaded, "But sister!" Celestia shook her head again, glancing at Luna out of the corner of her eye.

On top of the Time Eater, Discord's covering slid back and he said, "Well, that's Twilight Sparkle for you. Always trying to stay on top of things, doing whatever Celestia says," he twisted himself around so he was upside-down as he reached out of his Eggmobile and looked at Twilight, "always dreading the thought of failure!"

Twilight shook her head, her eyelids twitching as she pressed her hooves down harder against her ears…

Because they were behind the Main Six, Spike, Sonic, and Tails couldn't see what Twilight was doing. "All right, they're really gonna get it now!" Spike grinned.

Sonic and Tails, however, weren't so sure. The Elements of Harmony were giving off a lot of concentrated energy, but it almost felt different than it did even just a moment ago. "Sonic, I think Eggman and Discord are up to something," Tails murmured.

"I know, bud, but we can't do anything while we're under this force field," Sonic grunted. "_What are you two up to? You'd better not be…_" He cut his thought short as the glows coming from in front of him began to intensify.

Eggman looked down at Discord and called, "Well, there's no need to worry about that, Discord." Once again looking up at Twilight, he said, "She's not prepared for this!"

Twilight let her hooves fall from her ears, her face returning to a neutral expression. The Rainbow of Light was ready, the Elements of Harmony charged to one hundred percent…

Celestia spoke, "Shining Armor! Lower the force field!" The white stallion nodded and focused his magic into his horn, the force field disappearing at the top and working its way down. Once the top was clear, Celestia said, "Elements of Harmony… NOW!" The light intensified in the middle of the six ponies, forcing everyone besides Celestia and Luna to either squint or look away. A massive surge of energy containing the Rainbow of Light began to gather at the center of the light. It started to grow…

And then, just like that, it rapidly faded and vanished.

Spike, Shining, Cadance, Celestia, and Luna looked at the six ponies in shock as they fell onto the ground, all of them shouting as they landed on the ground hard. Tails looked worried while Sonic gritted his teeth; he knew what had happened.

Up on top of the Time Eater, Orbot and Cubot looked down in surprise while Discord and Eggman looked on smugly. The latter grinned, "You see, Discord? Magic may be your preferred means to an end, but sometimes it's good to take a step back and use something classic, like knowing the right thing to say!"

Down on the ground, the others began to move towards the six ponies as they began to pick themselves up while groaning… except for one. In the middle of the near-circle, Twilight lay on her side, her eyes wide open as her body shook and twitched like a scared foal. Her pupils hadn't shrunk all the way, but they weren't as big as they normally were. It was like she was looking somewhere far off in the distance.

As they got their bearings, Twilight's friends noticed the state that she was in and her lack of any real movements or responses. Shining, Celestia, Spike, and Tails were calling out to her as they got closer, yet it seemed like Twilight didn't hear them. Climbing to her hooves, Applejack got a bit closer to the unicorn and asked, "T-Twilight?" She was definitely close enough to be heard, but still there was no response. "What's wrong, Twi'?" Applejack tried again.

"L-Leave me alone!" Twilight cried. Before Applejack could say anything, Twilight's horn suddenly lit up with magic, a force field suddenly appearing around her and sealing her off from her friends, confusing them further. Everyone was soon pressed up against the force field, looking in at the lavender unicorn.

"Twilight, what are you doing?!" Rainbow asked.

"Go away! Leave me alone! I'm sorry…! Just go away!" the unicorn cried anxiously.

"Twilight… what are you saying?" Fluttershy asked worriedly.

"Yeah, come on, Twilight! You know we're your friends, right?" Pinkie smiled.

Twilight's right eye began to twitch when she heard the word 'friends'. She was already having trouble thinking straight when the Rainbow of Light failed, but now her muddled mind couldn't keep up anymore. Her breathing began to speed up, her horn lighting up again; she couldn't separate the voices berating her in her head from her normal thoughts. "LEAVE ME ALONE!" she screamed as she unleashed a magic pulse wave from her body, the wave going through the force field and knocking everybody off their feet/hooves while pushing them backwards.

Tails and Spike rolled backwards before coming to a stop in a sitting position near the edge of the area, Sonic managing to land on his feet and sliding backwards, coming to a stop in a crouching position next to them. Except for Luna and Celestia, who were pushed back towards the Time Eater, and Shining and Cadance, both of them between the center and the area's edge, everypony was scattered by the magic wave. "Hey, what gives?" Pinkie asked as she picked herself up.

"Twilight, dear! What is this all about?" Rarity exclaimed as she climbed to her hooves.

"I'm sorry! I'm sorry! Please don't hate me!" Twilight cried desperately. Her horn was pulsing with magic as she covered her eyes with her hooves, shivering and weeping as she continued to spout apologies and nonsense.

Sonic clenched his teeth as he glared up at Eggman. The evil genius was wearing that same smug grin he had come to know from him over the years, but this was a rare moment where the hedgehog saw it differently. This time, just the sight of that smug look was making him angry. It intensified as Eggman yelled accusingly, "Now look what you've done, Twilight Sparkle! I have half a mind to tell Princess Celestia about this!" Luna and Celestia looked back over their shoulders at him, eying him curiously while Discord broke into a fit of laughter that he'd been trying to hold back.

"NO! Don't tell the Princess! She'll send me back to Magic Kindergarten! She'll banish me to the Everfree Forest! PLEASE DON"T TELL THE PRINCESS!" Twilight screamed.

The princesses looked back at her with unsettled expressions, Celestia unable to take seeing her student like this anymore. "Twilight Sparkle, I am right here! And I would never do any of that to you. You are my most faithful student," she said.

Her words had no effect, though, as Twilight exclaimed, "I'm sorry!" She began to writhe on the ground, pressing her hooves against her head as she tried to either block or force something out.

Shining stood up off the ground, Cadance standing up as well as he demanded, "What have you done to my sister, human?!"

Eggman put on an innocent expression, placing his hands on his chest as he asked, "Me?! I've done nothing to her!" He then lowered his hands and dropped the innocent look as he said, "Unless conveniently bringing up bad memories, knowing it will sever her connection to the Element of Magic and mess with her head, leaving her to be smashed like the pathetic bug she is counts as doing something to her." He stroked his mustache as he looked straight at Shining and smirked, "Does it?"

Shining scowled, "You sick…"

Eggman interrupted him, "Ooh! Hold that thought! Now that I think about it…" He pressed a button on his Eggmobile, the Time Eater raising all of its fists in response. "It's time for a crushing defeat!" Eggman said as he reached behind him and grabbed a gray analog controller that was hidden behind him, bringing it forward. He pressed one of the right shoulder buttons and the Time Eater swung its lower right arm down, its hand clenched into a fist.

"No, Twilight!" Shining yelled, desperately firing off a series of magic shots from his horn at the arm while Celestia and Luna tried their magic beams again. None of them did anything to stop the attack and it struck the force field, causing it to crack at the top.

Twilight was shaken by the impact, but it caused her to open her eyes as she rolled onto her back and exhaled deeply. She saw another fist coming down and squeezed her eyes shut, managing to recast her force field spell to repair and reinforce the first one before the second fist struck, this one not cracking the force field but still causing it to buckle. With that, the Time Eater began to attack with its other fists, bringing them down on top of the force field as everyone watched, unable to stop it.

After its other two fists attacked, Luna called to Twilight, "Twilight Sparkle, you must get out of there!" Twilight struggled to push herself up somewhat at that command, trying to gather enough magic into her horn to teleport. Before she could get half the magic she needed, however, the Time Eater swung its first fist down again, striking the force field and causing Twilight to yell as she fell back onto her back and covered her ears, the glow of her magic disappearing as she began to hyperventilate again.

Eggman called, "Ah, ah, ah! That's a bad unicorn! You stay right where you are!" He then swung the next arm down, once again striking the force field.

As the Time Eater continued to attack, Spike asked, "Why isn't she teleporting out of there?!"

Tails stared in fear as he said, "The force field is keeping the Time Eater's fists from reaching Twilight… but the vibrations from the impacts are going right through it…!"

Shining gritted his teeth, "I've got to help her, buy her enough time to teleport!" He began to focus his magic into his horn, readying his spell again.

Just as he was about to fire his spell, Cadance exclaimed, "Shining, look out!" The stallion opened his eyes and saw that one of the Time Eater's left hands was coming towards him, the rest of the arm reaching through some kind of portal! He and Cadence moved to the side, managing to avoid it. Shining tried to finish his spell, but the Time Eater opened up another portal for its other left arm, both arms warping around and the hands trying to grab at everypony. Due to the arms' ability to seemingly warp everywhere, everypony was forced to scatter while the Time Eater's right fists contained to hammer on Twilight's force field.

As he, Spike, and Sonic observed the situation, Tails gasped, "Twilight can't keep recasting that spell forever, and at this rate, the force field is going to collapse soon!" Sonic growled angrily; he could already see small cracks beginning to form along the sphere's surface. Getting into a running position, he suddenly dashed forward, running past Rarity as he ran towards the side of the force field.

He soon slid to a stop directly across from the force field, large cracks now adorning its surface. Eggman called back both of the Time Eater's left arms and raised all of its arms up, saying, "This will end it! Time to say goodbye, Twilight Sparkle!" Upon hearing that, Sonic immediately shot forward, launching into a Sonic Boost as the Time Eater began to swing its fists down. Time to slow to a crawl as everypony stopped and turned to watch; this was going to be close…

Sonic reached the force field first and, taking advantage of the cracks spread out all over it, broke a hole in its side at top speed. Still moving, Sonic held out his arms and scooped Twilight up in them, cradling her as he burst through the other side of the force field, just moments before the Time Eater's fists broke through the force field, slamming the ground where the unicorn had been.

Eggman turned and glared at Sonic as he stopped Boosting but kept running. "Grr…! Curse you, Sonic!" he yelled.

Unnoticed by everyone else, Discord looked in the hedgehog's direction as well and said, "I do believe it's my turn now. Allow me to finish what you've begun, Doctor." He then snapped his fingers, disappearing in an instant.

As he was running, Sonic looked down at Twilight and shook her lightly, "Twilight? Hey, Twilight! Talk to me here!" He quickly noticed the state she was in. She was curled up against him, still twitching a bit but otherwise not moving. Her eyes were still squeezed shut, the trails from her tears of fears still fresh going down her cheeks and her breathing still rapid. He looked back at Eggman and growled, "Eggman…" He had no time to mutter anything else he was thinking, as he suddenly lost traction! Looking down, he saw that the ground underneath him had turned soapy. He struggled to stop, the suds seemingly becoming more slippery the harder he tried.

As he kept trying to plant his feet against the ground, Twilight managed to open her eyes and look ahead. She weakly gasped, "Sonic, look out!" The hedgehog looked up and saw what the problem was. Directly in front of them, at the end of the sudsy path in fact, was a brick wall, its bricks seemingly made out of red jelly. Sonic redoubled his efforts to stop, starting to slow down. But just as he was starting to, the wall suddenly moved towards him, colliding with him and Twilight so hard that they stretched it out for a moment before it returned to its original state, sending them flying like a slingshot.

They didn't fly far, though, before Sonic's back suddenly came into contact with something soft and squishy, the hedgehog sticking to whatever it was for a moment before he fell to the now suds-free ground, Twilight rolling out of his arms when he landed. Groaning, the hedgehog shook his head and pushed himself up with his hands while Twilight tried to pick herself up. Looking back over his shoulder, Sonic raised an eyebrow; it looked like there was a wall made out of marshmallow behind him. Looking forward, he saw an identical wall where the jelly wall had been and, a second later, two more walls rose up out of the ground, creating a perfect square-shaped box.

As she managed to get up into a sitting position, Twilight noticed the walls too and looked up, Sonic doing the same when he noticed her. They saw another marshmallow wall beginning to form above them as well as what looked like a giant graham cracker falling towards them. The wall/ceiling soon finished forming, the graham cracker landing on top of it a second later and making the whole marshmallow wobble for a moment before it became still again. "Why do I get the feeling we're missing something? Like the fire?" Twilight murmured.

"Probably because we're on the inside of a giant s'more," Sonic guessed. He stood up and got into a running stance, saying, "I should be able to Spin Dash us out of here, though. I'll have us out of here in a…" He was cut off as a quick flash wrapped around his legs before fading, the hedgehog about to shoot towards the wall in mid-sentence. Instead of dashing into the wall, he fell flat on his face. Looking back at his legs, he grunted, "What the -?!"

He turned to look at Twilight as she cried, "My horn!" He looked up at her forehead to see that her horn was no longer there.

Suddenly, maniacal laughter filled the box, causing Sonic to jump to his feet as quickly as he could. He looked around, only to see a bright flash in the center of the s'more followed by an odd sound as Discord appeared. The Spirit of Chaos grinned down at them, "Ah, Twilight's reaction is still priceless! Yours could use some improvement though, Sonic. All the same, how are my favorite unicorn and hedgehog duo?"

Sonic quickly moved to the front and side of Twilight; he then glared at the draconequus, "What did you do?"

Discord smirked, "Well, I think it's pretty obvious what I did to Twilight. As for you, new blue… well, say goodbye to your fast feet! Your super speed is no longer yours!"

Sonic stared at him, "What?! You mean that's why I didn't Spin Dash? You took my speed away from me?! Why?!"

Discord grinned, "Simple. It drives you crazy, doesn't it?"

Sonic looked at him for a moment before replying, "Well, it's annoying, sure, but using magic to take something like Twilight's horn or my speed away? Doesn't sound like anything new to me."

Discord looked upset for a second, but then he perked up, grinning, "So I guess that means you don't mind the fact that Rainbow Dash is officially faster than you and you're now one of the slowest things around, eh?"

Sonic glared at him, "Very funny, snappy, now magic our stuff back."

Discord asked, "Leaving so soon? But you just got here in the marshmallow room!" He pulled a parasol out of nowhere and opened it, the canopy opening straight up. "Now that I finally have a chance to do something without Eggman watching my every move, I want to have some fun. And I want you two to be a part of it," he grinned.

**Meanwhile, outside…**

Celestia looked around frantically; how did this situation fall apart so quickly? She didn't know, but it was looking even worse now, if that was possible. Sonic and Twilight had evidently been caught and were being restrained by Discord's chaos, but they weren't the only ones. Rainbow Dash was strapped to a table that looked like it was straight out of a horror story, the rainbow-maned pegasus unable to break free no matter how hard she struggled or flapped her wings. "H-Hey, somepony get me out of here!" she shouted.

Applejack had her hooves trapped in extra sticky tree sap, the sticky fluid not letting go of her hooves no matter how hard she pulled. "Ugh…! This here's some mega muck!" the orange earth pony groaned as she kept trying to pull herself free.

Fluttershy found herself surrounded by small Timberwolves, all of them growling up at her. "N-Now, now, my l-little friends, j-just calm d-down," Fluttershy said, trying to mask the nervousness in her voice and speak soothingly as she reached out to pet one. It evidently didn't work, however, as the Timberwolves just snarled at her and one tried to bite at her hoof, the shy pegasus quickly pulling it back.

Rarity was surrounded by floating scissors, all of them rapidly snipping whenever she tried to move, threatening to cut off her mane and/or tail. Pinkie Pie had a large tub in front of her filled with an unending amount of sweets and candy, the pink pony unable to resist gorging herself. And Tails, Spike, Cadance, and Shining Armor were standing near the edge of the area, a red shield created by Eggman keeping them from getting any closer. Discord had not done anything to Celestia and Luna, though, and the Solar Princess was currently at a loss as to who to help first.

Luna, who was standing next to her, asked, "Sister, what should we do?!" Celestia shook her head, Luna's voice causing her to focus somewhat, and surveyed the scene again.

Her eyes finally settled on the s'more that Sonic and Twilight were in, saying, "We have to help Twilight! Discord must be in there with her and Sonic! We can't let him get a hold of them!" She started to move towards the s'more, but didn't get far when one of the Time Eater's right hands reached down, getting in front of her and stopping her. It then grabbed her chin between its index finger and thumb, almost as if it was trying to squeeze her.

Celestia's eyes moved up in Eggman's direction as he spoke, "Now, now, Princess, don't ruin Discord's fun! After all, you made all this possible."

Celestia stepped back, moving her head out of the Time Eater's hand and shaking her head. She looked up at Eggman as the hand moved back up to where it had been and asked, "What do you mean?"

Eggman answered, "Let's not forget that it was your charity that left Discord as a stone statue for a thousand years. Had you been the least bit ruthless, you could have taken advantage of all that time and found a way to keep him from ever coming back." He then smirked, "Then again, if you hadn't been charitable, I suppose there would've been a chance that you'd have ended your little sister rather than sealing her in her Moon when she had her… little episode."

Luna glared up at Eggman as Celestia spoke, "Discord is the Spirit of Disharmony, Dr. Eggman. A spirit cannot be destroyed, especially not one like Discord. And I couldn't bring Luna back from Nightmare Moon by myself. We were both connected to the Elements of Harmony at the time; I couldn't harness their full power without her. I did what I could so that she would eventually be able to come back."

Eggman replied, "Yes, you were trying to make up for a mistake that it seems you never learn from; you just keep making it. And you did what you could? Heh, of course you did! Well, don't worry, Celestia; Twilight's not going to permanently lose her connection to the Element of Magic if that's what you're worried about."

Celestia glared, "That is not what I'm worried about. I'm worried about her and what Discord is doing to her!" Eggman began to laugh loudly at that, provoking further anger from Celestia. "What is so funny?" she demanded, her voice still as calm as it usually was, though there was a dangerous hint of something else to it.

Eggman stopped laughing and wiped a tear from his eye before saying, "I'm sorry, that just sounded funny coming from you, Celestia. That's a lot of caring for a pony in your kingdom who's only special because she's one of the Elements of Harmony."

Celestia protested, "That's not what makes her special to me! She is my faithful student!"

Eggman replied, "You may be her teacher, but you're also her ruler. I fail to see a difference between the two roles."

Celestia said, "There is a vast difference! I know her personally, I've worked with her in the past, and I know she wouldn't want to be anywhere near Discord!"

Eggman grinned, "Know her? Hah! Maybe when you 'worked with her in the past' as you say, but it seems to me that she's become a lot like any other pony in Equestria since she's moved to Ponyville. And I fail to see what you've done to keep that from happening!"

Celestia glared, "And what do you know? You've been plotting to take over Sonic's world, and now you consort with Discord!"

Eggman shrugged, "We only want what's best, Celestia. Is it our fault nobody can see that?"

Celestia replied, "I know your kind. What you two think is best is only what's best for you. You don't care who you hurt or what anypony else thinks." She held her head high and closed her eyes, "Your words contain nothing but selfishness and greed. I don't have to listen to them."

Eggman retorted, "You don't have to listen to Twilight either, and you certainly didn't when Queen Chrysalis was prancing around claiming to be your niece!"

Celestia's eyes shot open, the Solar Princess looking like she had been slapped. "I…! You…! That's…!" she sputtered.

Eggman grinned widely, "Oh, don't stop now, Celestia! You're doing SO well!"

Luna couldn't take standing on the sidelines anymore and unleashed the Royal Canterlot Voice, "**ENOUGH!**" Her voice was so loud that both Eggman and Celestia stood up straight and everybody else stopped what they were doing and looked at her (though Pinkie went right back to eating a second later). "While I may have had my doubts in the past, my sister has proven that she has the utmost faith in Twilight Sparkle, Dr. Eggman! She had faith that Twilight would be able to free me from Nightmare Moon, she had faith she would be able to resist Discord and his games, she had faith that she could stop Queen Chrysalis, and she had faith that Twilight would be able to save the Crystal Empire!" the Lunar Princess shouted.

Eggman replied, "I suppose that's true, Luna. Celestia certainly does have faith in Twilight." Luna stood proudly at being able to back up her sister, and the others looked ready to cheer her on for it, but that was all shot down when Eggman smirked, "But from what you're saying, it sounds like Celestia only has enough faith in Twilight to be her personal weapon and nothing more."

Celestia stared up at him in disbelief. "Weapon?!" she exclaimed, not believing that this human would dare call her faithful student such a thing.

Eggman nodded, "Oh yes! She's the Element of Magic, and you taught her everything she knew about magic before she moved to Ponyville! You knew she was special the day you made her your student, Celestia, probably even long before that! You said you 'did what you could' so that Luna would eventually be able to return; does that include manipulating Twilight and her friends' family trees so they would be who they are today?"

Celestia glared up at him, "Twilight came to my school to learn about magic; she wanted to learn all I had to teach! And yes, I recognized her potential when she took the entrance exam, but the only thing I did before that day was ensure that the spell for freeing Luna would be ready when Nightmare Moon was freed! I watched from afar; I did not step in to alter things the way Discord would have! I wanted my sister to be free and still regret having to do what I did all those years ago, but I did not manipulate ponies over the course of a thousand years just for that purpose! Twilight and her friends should never have had to do anything more than free Luna from Nightmare Moon!"

Eggman replied, "So you say, but why did you let Twilight remain in Ponyville with her newfound friends then?"

Celestia answered, "Because she discovered the joys of friendship! She wanted to stay and I granted her wish, on the condition that she let me know what she was learning when she wasn't at my side!"

Eggman spoke, "Well, I think you knew Nightmare Moon wasn't the only thing you would have to deal with. That's why you let Twilight stay in Ponyville: so your fail-safe weapon would be ready whenever you needed it." Celestia opened her mouth, but Eggman held up his right hand and went on, "As for those so-called 'friendship reports' you asked her to do, you just wanted to keep tabs on her, to make sure the Elements of Harmony didn't fall apart. Again I ask you, what's the difference between being Twilight's teacher and the ruler of Equestria? Not one of Equestria's simple-minded ponies would ever question your decision for fear of what you would do to them!"

Celestia questioned, "Now who's bending history for their own favor? And even if what you say is true, why would I send Twilight all the friendship reports she sent me when Discord was free to help her? It was because I know her and could feel that she needed my help!"

Eggman retorted, "Ponyville wasn't the only place being affected by Discord's magic! Canterlot was under his influence too and you, as usual, were relying on your subjects to do the dirty work for you! Your sending those reports back to Twilight was just a desperate move on your part; there's no way you could have possibly known what was happening to Twilight at the time!"

Celestia was finding it very hard to keep her patience in check with Eggman, but she managed to keep her voice calm as she said, "I knew she needed help because I know her and we are very close!"

Eggman replied, "Again with that 'knowing' thing. You think you know her based on her interactions with her brother and your niece when she still lived in Canterlot? You're just like her brother; now that she's living in Ponyville, you don't know who she is anymore! And why should you? You've had her wrapped around your horn ever since you two first met!"

Celestia protested, "I do know who Twilight is!"

Eggman asked, "Oh really? You don't seem to spend any time with her that doesn't involve Equestria's safety being in jeopardy!"

Celestia said, "That is not true! I've seen her multiple times since she moved to Ponyville and I HAVE spent time with her, such as after her first Running of the Leaves! I love fall, and I wanted to spend that day with her!"

From her table, Rainbow cheered, "Yeah, take that, you jerk! You go, Princess Celestia!"

Dr. Eggman looked surprised, "Why yes, that's true! A surprise visit out of nowhere without any guards! Truly moving, Celestia!" The Solar Princess nodded in satisfaction, pleased to have finally shut him up. However, Eggman quickly dropped his look of surprise and smirked, "Tell me more."

Celestia looked up at him, "What?"

Eggman replied, "I've seen a few of your meetings thanks to the Time Eater's power. I know about your little appearance at the Running of the Leaves, but I didn't know you wanted to be there to spend time with Twilight. Why don't you tell me about your other meetings and clear a few things up for me?"

Celestia stared at him and then nodded. After a moment, she said, "Cloudsdale, after the Best Young Fliers competition. Twilight was there with her friends and we spent some time together afterwards."

Eggman wagged his finger, "Ah, ah, ah! That doesn't count! You had duties for the competition; you HAD to be in Cloudsdale! It's only lucky that Twilight managed to learn a spell that would allow non-pegasus ponies to walk on clouds so they could cheer for Rainbow Dash. It's not like you planned to see her there or anything! And you spent some time together? Is that what you call staying for a total of five minutes just to hear from one of Twilight's friends?"

Celestia grunted softly; for all the nonsense Eggman had been spouting, she couldn't exactly argue with the fact that she hadn't stayed in Cloudsdale very long after the competition was over. She then said, "I've made time for visiting Ponyville at other times as well."

Eggman nodded, "Yes, all scheduled visits. Everyone knew you were coming, and I believe one of those visits was canceled due to something coming up before you arrived. Oh, and there was that one visit where you were having tea or whatever? I hardly saw you and Twilight interacting that whole time, despite the fact that you let her sit next to you! I believe you spent more time interacting with Fluttershy, especially after she took that stupid bird of yours home with her!" He crossed his arms, "I can see why you wanted a pet phoenix, Celestia; it really complements you."

Celestia glared; now this human was starting to test her patience. "How about the girls' first Grand Galloping Gala then? Twilight was at my side the whole night, and I went to find her and her friends after it was ruined! I didn't need to, but I sought them out because I wanted to spend time with them!" she said

Eggman replied, "That may be, but the whole time she was with you, Twilight was basically ignored because you had to greet the guests! Really, Celestia, the Grand Galloping Gala has been around for how long? Surely you've had to greet the guests every year and you didn't bother to tell Twilight that? Sure, she would've been disappointed, but at least she wouldn't have had to waste the whole night on a lost cause when she could've been spending time getting to know your sister or checking on her friends!"

He then paused and put on a mock thoughtful look before saying, "Oh wait, that second one wasn't even an option, was it? After all, you didn't invite Twilight and her friends so they could get a chance to do something they always wanted. You invited them and made sure Twilight stayed by your side because, sooner or later, her friends would wreck the gala and save YOU from a night of boredom!" He placed his hands on his hips and shook his head, "You're a credit to trolls everywhere, Celestia."

The Sun Princess actually growled; if there was one thing she disliked, it was being called a 'troll'. Her calm composure was beginning to crack as she spoke, "The cake competition in Canterlot… I was happy to see her and talk to her then!"

Eggman raised his left hand and waved it dismissively, "Please! You only had eyes for the winning cake! Did you even hear the 'friendship lesson' Pinkie Pie was trying to give you? The only reason you noticed Twilight at all was because she was offering you a slice of said cake!"

Celestia's glare intensified; she did not enjoy having her arguments fail her like this. She tried to keep her voice under control as she said, "Fine then! The wedding between Princess Cadance and Shining Armor! It was between Twilight's old foalsitter and older brother!"

Eggman replied, "Yes, it was a wedding between YOUR niece and YOUR Captain of the Royal Guard! And even after the threat that had been right in front of you the whole time was dealt with, you left all the planning and preparations to Twilight! I could see you keeping watch before the first wedding, since you were blind anyway, but what did you do before the second wedding that you couldn't help her out? I'll bet the only helping you did was after you followed the herd and shunned Twilight for actually paying attention! So who's the real foal here, Celestia?"

Celestia started, "I-"

Eggman held up his right hand and interrupted her, "Stop. Just stop right there, Celestia. You've embarrassed yourself enough. I let you speak because I was willing to give you a chance to prove me wrong about your relationship with Twilight, but you've done nothing but disappoint me! You haven't told me anything I don't already know, and you clearly can't take a bone when it's thrown at you!"

Celestia looked at him in confusion, "What?"

Eggman answered, "Really Celestia, do you not recall all the other times you've seen Twilight and not done anything with her? Like when she was in Canterlot for her birthday? She mentioned you allowed her and her friends to use the ballroom; how did you do it? Did she send you a letter before they left and you replied to it? Did you see them when they arrived and said "hey, you can use the ballroom, happy birthday by the way"? Either way, you couldn't be bothered to make an appearance during her party, even for a slice of cake? And what about that morning she was in the Star Swirl the Bearded wing? Did you offer her breakfast, or a chance to catch up? No, you just wished her a happy Tuesday and complimented her on her 'hairstyle'. And after that show she put on for the Saddle Arabian diplomats? Did you ever talk to her about it or did you just send a letter to her?"

Below him, Cubot looked at Orbot, saying, "Yo, he's really bustin' this chick, ain't he?"

The red-headed robot replied, "I know. It really is a shame to see someone so trusting open up and do anything for anyone, only to be unknowingly taken advantage of."

Celestia spoke, "I have never taken advantage of Twilight! I care for her deeply!"

Eggman questioned, "Then why do you hardly ever see her on your own time anymore? Why does your faith in her seem to be off and on? Why can't you just be open with her? Because your image is more important than anyone you care about?! If you do care about her, Celestia, you have a funny way of showing it!"

Celestia felt cornered now. Not only had she not tried to put herself in a favorable light by saying more or defending her actions, but now she only had one thing left… and she couldn't say it. She had the utmost faith that it would come true, that her student wouldn't let her down, but… "I… I can only act from afar. What Twilight's studies are leading to… she has to discover it on her own. I cannot help her."

Eggman asked, "So you're saying her time is coming or whatever? Well, I'll say it is! You had plans for her after all, didn't you? Must be something great if someone she looks up to so much and is always vying for her approval isn't allowed to be near her! Did she ever tell you about King Sombra's door beneath the Crystal Empire, how it shows you your worst fears? Did she tell you her worst fear was you turning her away forever? I don't know what you did to her, Celestia, but the fact that that's her greatest fear means you two don't have the kind of relationship you think you do! Maybe you should have taken how she feels more into consideration, hmm?"

Celestia knew she was done; she had nothing left to help her. Eggman had managed to take everything she had and rip it to shreds, or at least call it into question. As she stopped and thought about it, she couldn't help but wonder: had she really been neglecting her student and their bond that badly? "I… But I…" she stammered.

Eggman saw his chance and spoke, "Oh, you still think otherwise, eh? You still think that, despite everything, you and Twilight share something special? I believe you had some good words of wisdom for this kind of situation. How did they go again? Oh yes, I remember!" He cleared his throat and then pointed directly down at Celestia as he said, "You have a lot to think about."

Celestia's pupils shrunk, her mouth hanging open as she looked up at him. He had said those words… those seven words that continued to haunt her in the back of her mind. Had it not been for Twilight, she knew some part of her would still be repeating them to this day. Those words proved that trust that had been built up over the years could easily be destroyed in a single instant. Those words reminded her of her failures as a monarch, a teacher, and… a friend. And now, more than ever, they had never seemed more appropriate.

Celestia began to go numb, her body locking up and leaving her unable to do anything more than think. Luna looked at her in fear as she began to sway, the Lunar Princess reminded of what happened when she had been taken over by Nightmare Moon. It wasn't long before Celestia's body couldn't hold its weight up by itself and she fell over to her left. Eggman merely grinned as Luna moved to her sister's side, catching her against her body and crying, "Celestia!" She managed to lower her onto her side, but the older pony's body still remained locked in position as Luna held her in her hooves, frantically trying to wake her up.

Tails, Spike, and the ponies (except for Pinkie) all looked on in shock and/or horror at the state Celestia was in, the white pony still not responding to Luna's attempts to wake her. Applejack looked up at Eggman and glared, "Eggman! What'd ya do ta Princess Celestia?!"

Eggman replied, "All I was doing was refreshing that thousand year old brain of hers. She can't remember everything, you know, so don't give me that look!"

Rarity gasped, "How dare you accuse the Princess of being old and forgetful!"

Eggman clasped his hands together and held them up to the side of his face, mockingly saying, "Oh yes, I'm so bad, aren't I? I'm probably going to be sent to the Moon for saying such things!"

Rainbow growled, "You're not funny. But that's totally what you deserve, you jerk, especially after you blew up half of your Moon!"

Eggman dropped his mock penitent sinner stance and said, "Okay, so I used the Moon to test my grandfather's creation. So what? It doesn't look any different now!" He glanced off to the side as he added, "Depending on where you look at it from, of course."

Applejack spoke, "Don't mean an orange in a bushel o' apples!"

Rarity nodded, "That doesn't excuse your actions, you… you brute!"

Eggman looked back at them and retorted, "Well, if that's the game we're playing, then nothing any of you have done excuses the circumstances leading up to the situation you're in now!"

Fluttershy muttered, "Um, what?"

Rainbow was able to turn her head to the side in Fluttershy's direction and asked, "What'd you say, Fluttershy? Speak up! Even without those Timberwolves around you, you can barely be heard!"

Eggman spoke, "Oh, don't worry, Rainbow Dash. I may not have heard Fluttershy, but it doesn't matter. If she wants to know what I mean, then I'll tell all of you what I mean!" He brought up his right arm and pointed at the s'more Discord, Twilight, and Sonic were in, saying, "You know the unicorn in that s'more over there? Celestia's not the only one responsible for her being in there; all of her 'friends' are! Well, except for Sonic, Luna, Tails, and Cadance, that is."

Applejack, while trying to pull one of her hooves out of the tree sap underneath her, asked, "What are ya talkin' about?"

Eggman adjusted his glasses, "That's very simple; they don't have the same problems the rest of you have with Twilight. Like I said, Twilight's surely had her suspicions that what happened on the mountain that day was no regular occurrence, and now she knows she was right! Of course, up until now, that's all she's had: suspicions. And if she was going to get your help, she would've needed a little more than that!"

Rarity spoke, "Twilight's our friend! We would listen to her and help her!"

Eggman smirked, "Just like you helped with the friendship report incident? Yes, MARVELOUS display of generosity back there, DARLING. In fact, you all made quite a show of 'believing' her!"

Rarity gawked at him, outraged by his imitating her. "Why, I never!" she exclaimed.

Spike shouted through the shield, "Hey! I was worried about her when she started worrying too much! I sent a letter to Princess Celestia because I thought she could calm her down!"

Eggman wheeled on him, "Yes, WHEN she started worrying too much. And then you jumped right on the bandwagon the next time she worried about something! You know, if you'd eaten all that ice cream around me, a stomachache would be the least of your worries!" Spike took a step back and quivered as he remembered the Future Twilight incident; how much else did this human know? He didn't get a chance to wonder long before Eggman said, "Ooh, and let's not forget how everyone believed her suspicions about Princess Cadance! Or should I say Queen Chrysalis?"

Rainbow blurted out without thinking, "Well, we would've listened to her right away if she hadn't been freaking out about her brother the whole time before that!"

Eggman simply said, "And there it is. Excuse number 28."

Applejack raised an eyebrow, "Huh?"

Eggman placed his right index finger on the console of his Eggmobile, as if it had a piece of parchment on it, and explained, "Excuse number 28: whenever something goes wrong, it's automatically Twilight's fault. It doesn't matter what happened or who was actually at fault. It's always Twilight's fault and she deserves to be put on the spot in such situations."

Rarity exclaimed, "We would never accuse Twilight of such!"

Eggman grinned, "Miss Element of Loyalty did just now, didn't she?" Rainbow's eyes went wide at that, her brain finally catching up with her mouth as the others, save for Pinkie Pie, looked at her. Eggman went on, "Besides, Twilight 'freaking out' is the reason you didn't listen to her? That's a terrible excuse for a lie! Remember the Gabby Gums incident?"

Twilight's friends (except for Pinkie Pie again) got nervous as they remembered that. "If what I've seen is correct, Twilight CALMLY raised a point against the column, at a time when Gabby Gums had nothing to do with her! She was worried about other ponies' privacy, and it still took all of you ending up in that column with some horribly embarrassing headline to change your minds, especially YOU, Little Miss 'My-Sister-Can-Do-No-Wrong-Now-That-I'm-A-Better-S ister'!" Eggman said, pointing down at Rarity as he spoke. He then held his arms out, "Face it, ladies! Twilight may not have approached the other situations with the right attitude, but it seems like she's not the real problem here!" He pointed down at them, "The real problem is YOU, you selfish little ponies!"

Eggman's statement was so shocking that even Pinkie Pie raised her head and gasped. "Selfish?!" Rarity cried, aghast at his words.

Eggman nodded, "But of course! You've made it very clear in the past that Twilight's not allowed to ruin your happiness for any reason!" He held his right hand up to his right ear, saying, in a mocking voice, "What's that, Twilight? You need help with that assignment that Princess Celestia oh-so-conveniently neglected to mention doesn't have a due date? No, this picnic is WAY more important than helping a friend with a problem!" He lowered his right hand and raised his left hand to his left ear before saying, "You say there might still be a threat out there?! How selfish can you be, Twilight? This ice cream isn't going to eat itself, you know!" He then brought his hands together in front of him and said, "She said good things about my treats! Ooh, she loves my dresses! I'm too stupid to realize that wasn't a compliment! …What? There's something up with the bride? You're crazy, Twilight, and we don't listen to crazies!" He glared down at the ponies, "Really! Can you blame her for 'freaking out' when THAT's what she gets from her 'best friends', the ones who had to learn not to brush off her concerns more than once?!"

Applejack asked, "So you're blamin' us fer how Twilight acted?!"

Eggman replied, "If the boot fits, 'Sugarcube'. But that's not the real reason you're in the predicament you're in right now!"

Rainbow sarcastically asked, "Oh, and you think YOU know why? Well, Egghead, tell us then, please, tell us about your theories!"

Eggman replied, "Since Twilight and her memory spell are, ahem, occupied at the moment, perhaps I will! Allow me to refresh your memories." He cleared his throat and looked down at Applejack, "Applejack, do you remember how it felt after your performance in that rodeo, when you tried to make amends you didn't need to, and then the truth came out and you were shown nothing but love and forgiveness?" Leaving the orange earth pony to mull over that, he looked at Rainbow and asked, "Do you recall, Rainbow Dash, what it felt like to have your new hobby brought to light in front of your friends and have them all accept it, especially the one you used to make fun of for it?" He turned to Pinkie Pie, "Do you remember convincing yourself that your friends didn't like you, only to find out they had been planning something wonderful for you, Pinkie Pie?" He held out his arms, "Feeling upset about your work for listening to your friends and them going to great lengths to make it up to you, Rarity? Thinking you weren't loved anymore and proven wrong, Spike? Believing yourself to be a monster and then being shown forgiveness when you turned your back on your new, impolite ways, Fluttershy? Can any of you recall doing something like that for Twilight?!"

Pinkie held up a hoof, "Ooh, ooh! I told Twilight she couldn't always know everything when she apologized about Gilda! And then when she accepted my Pinkie Sense!"

Eggman smirked, "And…?"

Pinkie smiled, "And that's all I've got right now! But don't worry; Spikey and the girls will fill you in on the rest!" She dipped her head back into her tub and noisily started eating again. She wasn't concerned about making so much noise; after all, she was sure she could still hear her friends, and they would tell her if she needed to quiet down. Either way, there was no reason to let these sweets go to waste. After a few seconds of silence, however, she lifted her head up while chewing something and looked at her friends, only to see they were all looking at the ground while Tails, Shining Armor, and Cadance looked between them all questioningly. "Hey, why isn't anypony saying anything?" she asked after she swallowed.

Applejack looked at her, a grave expression on her face. "Pinkie… We ain't got nothin' ta say…" she said, almost in horror.

Eggman laughed, "That's right! You DO have nothing to say! You all might have been willing to go along with Twilight and do anything for her when Nightmare Moon had been freed, if only because you were suspicious of her, but that attitude's been slowly drifting away ever since she decided to stay in Ponyville! Twilight's not your friend; she's lucky if she's considered an acquaintance!"

Pinkie Pie cried, "What?! That's not true! What about when-"

Eggman cut her off, "Oh, shut up! Don't embarrass yourself the way Celestia did! Hang on to whatever dignity you have, you pathetic excuse for an intelligent being! You gave Twilight some minor comfort, yes, but it's meaningless when you consider that, whenever one of you does something, she's often there to comfort you and you can't return the favor! Like the friendship report incident. When all was said and done, it was out of sight, out of mind. Just like with the whole time travel loop. After all, it's Past Twilight's problem, isn't it, Pinkie Pie? And of course, her brother's wedding. You think you can ignore what your decision to not trust Twilight could have led to after it was over and the problem and everything associated with it will go away, just like that? Well, get a load of THIS, ponies: it doesn't work that way!"

Rainbow, determined not to go down without a fight, looked up and said, "That's not what we thought! We regretted what we did when we realized she was right! We went to help her! We… we…"

Eggman asked, "You what? Begged Celestia not to take your babysitter away? Thought it was funny to be making fun of the way someone acts just because it's not the same way you would act? Took advantage of someone's connections to further your own selfish ends? Stop trying to cover up for yourselves! You five are all good friends… to each other! You do all the things friends would do and even include Twilight sometimes, but when it comes to her and helping out friends, even Little Miss Generosity takes more than she gives!"

Rarity couldn't take this anymore and turned her head to the side, uttering, "…H-Hmph!"

Eggman called, "Oh sure, Rarity, stick to that same old attitude of yours! Turn your back when you don't want to hear something and wait until the last minute to do something about it! It's the same thing with all of you! Heck, Twilight's brother did it and everything turned out fine in the end!"

Shining yelled, "What's that supposed to mean?! My special talent is defending the weak; that's what my cutie mark represents! I joined the Royal Guard and became Captain to protect those ponies, and I would never turn my back on them or Twilight!"

Eggman questioned, "Oh no? What about the day you were supposed to be married to Cadance and ended up at the altar with the Changeling Queen instead?" Shining cringed at that, remembering the disaster that had barely been avoided in the days before his union with Cadance. "Do you remember what happened that day, pretty boy? How you threw away all the trust you had for your sister just to fulfill what you wanted?" Eggman asked.

"I was under Chrysalis' spell! I wasn't in control of what I was doing!" Shining cried, fear beginning to work its way up his spine.

"Indeed you were, but do you know what that spell actually did to you?" Eggman asked.

"I-It stole my love and brainwashed me to neglect Twilight," Shining stammered.

Eggman wagged his finger, "Not quite, Shining Armor. Yes, it stole your love and fed Queen Chrysalis, but the only other thing it did to you was make you believe she was Cadance, no matter what she did." He pointed at the stallion, "Everything you said to your sister, you said it of your own free will! Her spell had no influence over you in that regard!"

Shining Armor, his voice raised slightly, exclaimed, "Th-That's not true!" He was desperate now; anything he could say to make the situation better was quickly dying away.

Eggman crossed his arms, "Say what you want, but you know the truth. I'm not a big fan of magic, or the fact that you ponies have somehow found a way to integrate it into science, and even I know what that spell did."

Luna finally looked up from Celestia, the Sun Princess finally seeming to come to somewhat, and yelled up at Eggman, "Why are you doing this?!"

Eggman answered, "I'm merely pointing out their mistakes, Luna! That's a good way to learn, isn't it? You learned to integrate into today's society by learning from your mistakes, didn't you? Well, they should learn what they should have done and failed to do, especially when someone else has already beaten them to the punch!" He raised his right hand and snapped his fingers; in response, the screen he had sent away earlier floated back up, stopping in front of the Time Eater and floating forward slightly so that everyone could see it better. It then turned on, showing static for a few moments before a video began to play.

For a second, the image on the screen showed what appeared to be green leaves. Then it moved forward, parting the leaves and looking directly down at Applejack, Rainbow Dash, and Sonic (who was resting on a rock). The Applejack on the screen soon spoke, "That was… a bit odd fer Twilight. Ah hope she doesn't have somethin' on her mind."

The on screen Rainbow Dash shrugged, "Eh, it's probably nothing, AJ. If Twilight is worrying about something, it's probably something silly and not worth getting worked up over."

Sonic looked over at her, "And you don't think someone should talk to her when she has something on her mind, no matter how small it may be?"

As the video continued to play, the real Rainbow Dash demanded, "What the hay is this?!"

Eggman answered, "Why, it's a bit of modern magic, Rainbow Dash, similar to what Discord tells me Sonic used earlier! Speaking of the draconequus, he's the one that shot this. With skills like his, he could make it on TV someday, possibly in a science fiction show! But I digress." At that point, the Sonic on the screen left, going to 'stretch his legs' as he said. "As I'm sure you no doubt remember, you and Applejack decided to pass the time waiting for Twilight and Sonic to return by hoof-wrestling before you decided to look for them," Eggman said. He then smirked, "Let's look at some 'behind-the-scenes' footage, shall we?" He pressed a button on his Eggmobile, the image on the screen going to static as the video changed.

**Meanwhile, inside the s'more…**

Discord laughed as he floated in the middle of the chaos he was creating. The s'more he had created wasn't big enough for all the chaos he wanted to create, but at this point, he didn't care. He had missed this! The inside of the s'more was filled with floating pies, cotton candy clouds raining chocolate milk, balloons, dancing buffalos wearing tutus, checkerboard patterns… And in the middle of it all were Sonic and Twilight, both of them shielding themselves from the chocolate milk rain by grabbing books that had been flying around like birds and holding them over their heads. The books fluttered as they were held by the duo, though, trying to get out of their grasps; they didn't protect them much either, as the rain was running down the covers of the books and getting on them. The chocolate milk was beginning to give them both a slight brown tinge to their fur.

Discord chuckled and said, "Oh, this is so much fun! I appreciate Dr. Eggman's freeing me and all, but the man simply does not have enough respect for my chaos or magic in general. 'Have to keep it under control', he says. 'Don't bother me when I'm working', he said. He really needs to lighten up. More than Twilight, I might add." He heard a clicking sound and looked at Sonic, noticing the hedgehog was holding his cell phone up in front of him. "Ooh, that's your little recording device, isn't it, Sonic? Are you filming me?" he questioned.

Sonic replied, "Nah, just getting a few pictures. I gotta get some kind of record of all this crazy stuff you're making." He then pointed his phone at Discord and took another picture, saying, "You've got some good expressions and poses too."

Discord asked, "Oh? Let me see!" He floated over and twisted around so he could see Sonic's phone. He grinned at the picture he saw, seeing a handsome draconequus leaning to the side with a contemplative look on his face. "Hah! Quite the handsome Spirit, aren't I? I've got quite the range!" He floated away and struck another pose while saying, "I'm so much better now! I used to be quite stolid, you know."

Sonic glanced up at him as he put his phone away and grunted, "Yeah? What tipped you off, the beard?"

Discord chuckled as he floated naturally, "Very clever." He landed on the ground and snapped the fingers on his lion paw, a paper cone appearing in it. He reached over and stuck it into the cotton candy cloud above Sonic and Twilight's heads, the chocolate milk rain coming to an end as he pulled it back. They both lowered their hands/hooves shortly afterwards, the books they had been holding flying off as they stood up. Neither one of them looked pleased as the chocolate milk dripped freely from their fur, the front of Twilight's mane hanging over her eyes.

Discord observed them both and said, "Hmm, brown doesn't really work for either of you, does it? Here, let me fix that." He snapped his fingers and a large electric fan appeared next to Twilight, startling her. Without warning, it turned on, blowing such a big gust of wind that it actually lifted Twilight off the ground as it blew. Sonic caught her in his arms and held her tight as he tried to stand his ground against the wind, the chocolate milk flying off of their fur and splattering against the marshmallow wall behind him while Discord munched on his cotton candy cloud.

While taking another bite, the draconequus noticed the two appeared to be dry enough and snapped his fingers again, the fan disappearing. As soon as the wind stopped, Sonic set Twilight down and they both looked at each other. Twilight's mane and tail were wild and frizzy at the ends while Sonic's fur stuck straight up, making him look like a blue porcupine. Discord of course thought they looked hilarious and burst out laughing, though he did summon floating brushes and combs to fix them. While his brushes and combs were working, Discord rolled on the floor as he laughed, saying, "Oh my goodness! This is too much! You know, brown really would work for you now, Sonic, being all spiky like that!"

Despite a few rough tugs, the brushes and combs managed to restore Twilight and Sonic's natural looks. By then, Discord had gotten his fill and sent them away, once again floating before the duo. Sonic and Twilight looked at him, the former saying after a moment, "Well, that was nice of you."

Discord replied, "I thought I'd be amicable towards my guests and new friends."

Sonic deadpanned, "Yeah, uh, we're not friends. No, that's just not happening."

Discord asked, "Oh? I can see Twilight saying no, but you? Surely this chaos entices you, Sonic! Isn't it fun?"

Sonic replied, "I think our definitions of 'fun' are different. I enjoy running at high speeds, the Olympics, a good brawl every now and then, racing, and the company of close friends. You on the other hand, for whatever reason, seem to enjoy amusing yourself in any way possible, which you can actually do, and making life rough for everybody else."

Discord didn't seem fazed by Sonic's assessment of him. He rolled his eyes, "Haven't you heard? I'm the Spirit of Chaos and Disharmony. There's not a single moment where I don't enjoy causing hardship to others; it's what I do."

Sonic said, "I have heard, and that's what I can't wrap my head around. You're obviously not some two-bit baddie; you actually sound like someone who could make a lick of sense. And yet you're obsessed with this idea of bending the world to your designs and making everybody miserable. That's exactly what got you turned into stone in the first place. You want that to happen again, huh? Do you enjoy being stoned?"

Discord's expression instantly changed, narrowing his eyes and glaring at the duo, making Twilight shudder as she stood close to Sonic. The hedgehog felt a bit scared himself, but he steeled himself; right now, he had to be strong. "No, I don't enjoy being turned to stone," Discord said in a dark voice full of anger. "Is it my fault I am the way I am? Is it my fault ponies don't seem to enjoy my chaos? No, it isn't! They should all have a change of attitude so that they can see the beauty of my chaos!"

Sonic cocked his head to the side for a moment, steadying himself before asking, "What about you, Discord? Have you ever thought about changing YOUR attitude?" The draconequus raised an eyebrow at him, so Sonic went on, "You must've been conscious under that stone; I know I was when that gargoyle statue turned me to stone. Did you ever wonder why two different Element Bearers turned you to stone? I mean, Celestia was only able to banish Luna to the Moon while Twilight and her friends were able to free her from Nightmare Moon. The fact that they both did the same thing to you must mean there's nothing wrong with you; your priorities are just a bit messed up." He smiled, "You could still have your chaos and not have ponies wanting to turn you to stone if you made a few changes. If your chaos was fun for everyone and didn't make most people look bad or get on their nerves, they'd come to like you. That's possible, isn't it?"

Discord surprised him with a smirk, "Not cause problems for anyone? What fun would that be?"

Sonic and Twilight both glared at the draconequus, the former saying, "You see? There's your problem right there! How can you expect anyone to actually like your chaos when you're constantly thinking of ways to make them, and by association yourself, look bad! You need to do something about that, dude, or you're never gonna change peoples' minds the right way!"

A sudden crack of thunder behind them made Twilight and Sonic jump. Looking behind them, they saw a cotton candy cloud floating in the air above them. They looked back at Discord and saw he was looking at them angrily. He demanded, "So you think they have every right to turn me to stone? You actually agree with them even though you're not a pony?! I asked Eggman to give me some time alone with you because I thought you were smarter than that, Sonic! Clearly, I was wrong! You know, I've never been given a reason to like ponies, but at least I don't go around turning them into stone!"

Sonic retorted, "No, not until today! Both you and Eggman turned everyone you captured into stone, and who knows how many others have been affected! And I don't know which is worse: that or you turning ponies' hearts into stone! It's no wonder they turn gray!"

Discord got right up in his face and asked, "What, you have a problem with that? It's not like I haven't done it before! And from the looks of it, Silver turned out completely fine afterwards! And that Trixie unicorn… she had it coming! Even I thought she was spiteful!"

Twilight's eyes widened at that. She finally spoke up, "What are you talking about?! Trixie wasn't…" She stopped in mid-sentence, remembering the device Trixie had in her ear and how Tails said it didn't make sense that it was a mind control device. Now, suddenly, it did. She started again, "The mind control device planted on Trixie! You and Dr. Eggman made it! You brainwashed both her and Silver and made them fight us for your own amusement!" She glared at the draconequus, "Don't you know they've both had their share of hardships, especially Trixie? She especially didn't need you or an evil genius taking control of her and being forced to fight somepony!"

Discord wheeled on her, "Oh, so now you want to speak up, do you, Twilight Sparkle? And it's to show 'friendship' to a pony who humiliated you in the past? How do you know she won't try to do anything else to you later on, on her own?" Twilight was about to respond, but Discord said, "Oh, that's right. You know because 'friendship is magic', isn't that right? You still believe that lie, even now? Don't you remember what your so-called friends have done to you in the past?"

Twilight took a few steps back, "Yes, but… I…"

Sonic had had enough and decided to step in, "Hey, quit trying to twist the facts, you jerk! Why don't you -!" He was cut off as Discord slapped his eagle claw over Sonic's mouth, keeping him from interfering.

The draconequus smirked, "Come on, Twilight, you know the truth about them. They've abandoned you in the past… and they didn't need my help to show you who they really are." He brought his lion paw behind his back and snapped his fingers, "You've seen it for yourself; they call themselves your friends so they can take advantage of you to further their own selfish needs. They're not really your friends; you were only deluded into thinking that by everyone you know, even your brother and assistant. They don't see you as a friend; they only see the Element of Magic, part of Celestia's magic gun that she can point at bad guys to make them go away. The only reasons they went along with you into the Everfree Forest was because they were suspicious of you. You never had friends and you never will!"

Twilight sat down as she thought about the draconequus' words. Unbeknownst to her or Sonic, when Discord snapped his fingers, he had secretly conjured a spell to amplify the bad times she had had with her friends, making them overshadow the good times and make them seem nonexistent. It made those memories fill her head, blocking out her real thoughts. As she began to believe these 'true' memories, it started to happen. A shine appeared at the end of Twilight's tail that began to move up towards the rest of her body.

Sonic stared in horror as Twilight began to turn gray. He pushed Discord's eagle talon off his mouth and tried to run towards her, only to have his right arm grabbed by both of the draconequus' hands. Physically, he was stronger than one might've guessed a Spirit to be; without his speed, Sonic couldn't shake his way free. "No! Twilight!" he cried, reaching his left hand out towards her. "Don't listen to him! You have friends! I… You trusted me and I listened to you! Your friends will listen to you too! You're stronger than this! Don't let him win! Fight it! Don't lose your faith in your friends!"

Behind him, Discord smirked, "Oh please, Sonic, why are you trying to plant more lies in her head? She's already accepted the truth. A little change never hurt anypony anyway." Sonic growled and clenched his left hand into a fist as his eyes moved in Discord's direction. Before he could turn around and try to wipe that smirk off his face, the draconequus took his lion paw off of Sonic's arm and raised it up, snapping his fingers.

Almost instantly, a flash appeared around Sonic's legs and on Twilight's forehead; the unicorn's horn reappeared and Sonic's speed was returned, throwing the hedgehog off for a second. And a second was all it took; Discord released Sonic's arm and grinned, "And you're about to learn that for yourself. Arrivederci!" And with that, he reached down with his lion paw. As the gray began to cover her completely, Twilight gasped quietly as Discord tapped Sonic's head with his lion's paw index finger, the blue hedgehog wincing and Discord vanishing with his chaos immediately afterwards…

**Meanwhile, outside…**

Spike, Shining Armor, Cadance, and Twilight's friends watched in surprise as the video continued to play; it showed Sonic finding Twilight after she snuck off into the forest and both of them talking, Sonic not only listening to Twilight but also trying to help her feel better. Luna and Celestia, both now standing up, were only mildly surprised, though Celestia might have had something on her mind or she was still partly in shock, and Tails was hardly surprised at all. After all, that level of caring was pretty much par for the course for Sonic; he usually had a shoulder to lean on, either figuratively or literally.

Despite having to listen to his nemesis talking, Eggman's grin never once wavered while the video played. As it came to an end, he snapped his fingers, the Time Eater raising its hands and using its power to make the screen vanish. Eggman then spoke, "So let's review the facts, my little ponies. You've all known Twilight for quite a while, Spike, Shining Armor, Cadance, and Celestia knowing her even longer and at least one of them being able to recognize when she's under stress, and unless Twilight is addressing a large group of ponies, you're all extremely quick to brush off her worries or misgivings as mere annoyances! Sonic, on the other hand, hasn't even known her a full day and he was able to recognize Twilight needed somebody to talk to, even if her reasons for needing someone were ridiculous! I suppose that comes from the fact that he's not crazy like the rest of you are!"

Rainbow Dash yelled, "Crazy?! What do you mean, crazy?!"

Eggman replied, "Correct me if I'm wrong, but when Nightmare Moon returned, you five decided to stick with Twilight despite her saying she'd rather go alone. You stuck by her and shared the magic of friendship with her. Whatever happened to that attitude? Are you all hypocrites or something? You stood by her when she said it wasn't necessary, and then when she comes asking for help, you turn your backs on her?! If that's the case, it's no wonder you were blind to what you were doing to her!"

Fluttershy squeaked, "D-Doing to her…?"

Eggman said, "You didn't notice that she was trying to either refute or confirm her suspicions about the mountain! If you couldn't notice something that simple, it's no wonder you didn't notice, deep down, she was hurting because of you, because you couldn't be bothered to listen or talk to her!"

Rarity stammered, "But… that doesn't sound like Twilight. If she wanted to talk to us or know we forgave her for everything that happened, why didn't she?"

Eggman asked, "When have any of you ever actually had to beg for forgiveness from each other? The closest any of you got to that was Fluttershy, and it was after she proved she was giving up her new ways. If Twilight had to beg or ask if you forgave her, that would be petty and selfish, wouldn't it? She probably thought that would make her look like a foal again and NOT a friend! So what exactly could she do that would make her look mature? Not much, other than pushing how she felt into the back of her head and trying to prove herself as a friend! Speaking of which, tell me, has Twilight been showing any unusual behaviors as of late?"

Applejack thought for a moment and then said, "Well… there've been times where it seems like she's been tryin' ta make extra time fer us or do anythin' we want. Ah mean, she's usually willin' ta help if somepony asks her, but she's seemed pretty eager ta help lately."

Eggman nodded, "As I thought. She's been trying to prove she's more than what she's been reduced to. Time and effort wasted on you self-serving idiots."

Cadance shouted, "How dare you say such a thing! What do you know, you horrible human?!"

Eggman asked, "You want to know what I know, Cadance? I'll tell you what I know for sure now: your little Twilight is seen as little more than a babysitter by her 'friends', said 'friends' don't notice things that threaten their happiness until it's right in front of them, and Twilight's feelings don't matter to them!"

Rainbow, now desperate, shouted, "Y-You're wrong! We do care about how Twilight feels!"

Eggman asked, "Have you ever told her that?"

Rarity stammered, "W-Well, Twilight's a smart girl. She should…"

Eggman interrupted her, "HAVE YOU?"

The ponies looked at each other for a few seconds before Applejack hung her head and said, "…No."

Eggman nodded, "My point exactly. Based on you, the ones she surrounds herself with, it looks like Twilight was only half-right. Friendship IS worth fighting for… but only when it has benefits." As if on cue, a strange popping sound was heard and Eggman peered over the side of his Eggmobile to see a familiar draconequus below. "Ah, Discord! I was just thinking about you!" he grinned.

The draconequus held up his two-way mirror to observe himself while nonchalantly saying, "JUST thinking, Doctor? I'm amazed others don't think about me more often. So what did I miss?" He glanced up and saw Celestia turn around and run towards the edge of the area like a scared child, Luna shouting her name before running after her. They both ran past the other Element Bearers and to the shield keeping Tails, Shining Armor, Cadance, and Spike out, both of them somehow able to get past and vanishing through the portal. "Oh, come on! I missed seeing Celestia get her fat flank handed to her?! How did you do that?! I've never been able to do that to her!" Discord complained.

Eggman replied, "Oh, relax, Discord! Even with her sister, she was no match for the Time Eater! Maybe in whatever time is left for the current Equestria, she can keep her name from being ruined! Just look at the Element Bearers!" Discord looked down at Twilight's friends and noticed the somber state they were in, gazing down at the ground and looking like they didn't care they were caught in his traps.

He smirked, "Looks like I underestimated you after all, Doctor. Even knowing what effect words can have, I didn't think you could break them this badly without magic. Speaking of which…" He raised his eagle talon and snapped his fingers, the distractions he had conjured up vanishing as quickly as they had appeared.

Pinkie Pie briefly returned to normal when she noticed her tub of sweets and candy was gone. "Hey, I was still eating that!" she cried.

"Oh, were you? Well, I'm sorry to disappoint you, Pinkie Pie… but I'm not giving it back to you. You may represent my favorite Element, but that doesn't mean you're my favorite pony. That and your little comment about Sweet Mountain being better than my chaos really hurt. I only gave you that tub to keep you busy while I was gone; when I'm around, just for that comment, you don't get to experience any of my chaos, you poor excuse for a friend! For a pony who likes to make others smile, you've certainly been neglecting the smile of one of your closest friends, haven't you?" Discord taunted. Pinkie was immediately reminded of what Eggman had said and started crying, tears falling from her eyes like waterfalls.

Eggman grunted, "Hmm. I was wondering when that dam was going to burst."

Discord smirked, "Well, it won't be going for much longer. Let's add a touch of… chaos to this collection of long faces." He rested the side of his head on top of his lion paw hand, his fingers still wrapped around his mirror. He then rested his elbow on top of Cubot's head while he held up his eagle talon, the fingers pointing up as he let his magic spread out. Spike, Tails, Cadance, and Shining soon noticed gray beginning to creep up the bodies of the Element Bearers. They pounded on the shield and tried to call out to them, but it didn't seem to be of any use. The gray was still overtaking their real coats, still climbing up their bodies…

When the gray was about halfway up, however, the ponies suddenly stopped what they were doing and sat straight up, looking surprised as a brief flash, each one a different color, came from their neck area. Tails, Shining, Spike, Cadance, Discord, and Eggman looked surprised too; what just happened? As they watched, the gray began to recede until it vanished completely, despite Discord still giving off his magic. Rainbow Dash, having fallen onto her rump when she was released from the table, looked at the other ponies and asked, "Did you guys feel that…?"

Fluttershy nodded, "Y-Yes… Th-That sudden, like Twilight's magic… I felt it…"

Rarity asked, "Do you suppose we can…?"

Applejack nodded, "It ain't too late, y'all! Maybe… maybe we can still talk ta Twilight!"

Pinkie slowly said, "I hope so… I never said I was sorry for making fun of her and being a big meanie-bofeany mcmeanie pants when she needed us to have faith in her…"

Discord was initially angry when he saw that the Element Bearers seemed to be resisting his magic, but it quickly changed when he overheard what they were saying. He called, "You want to talk to Twilight? Be my guest! See how successful you are now that she's turned her back on all of you and Sonic's turned his back on everything he's ever known!" He snapped his eagle talon fingers; in response, the s'more Sonic and Twilight were in started to melt like ice cream. As it began to shrink, something suddenly shot out from inside, breaking off a small part of the cracker on top, the piece beginning to slide across the ground on the melting marshmallow when it landed. Discord stared with a raised eyebrow, but as the marshmallow covering the thing flew off, he grinned widely while Tails, Spike, and the ponies stared in horror.

Sonic and Twilight were on top of the cracker piece, but they were changed. They were both completely gray; even Sonic's red shoes and gold buckles had grayed out. The formerly blue hedgehog crouched over the unicorn with a fierce look on his face, pressing her down against the cracker with his right hand while his left hand held her Element of Magic crown. Twilight had a look of complete submission on her face, like she didn't care about whatever Sonic was planning to do to her.

Discord laughed, floating up out of his Eggmobile and hovering in the air as he said, "YES! The other Elements may have resisted, but those two are still mine! Sonic will make a fine evil king, and Twilight will be my pet for all time!"

Shining whispered, "No… Twily, Sonic…"

Even Tails looked afraid at what Discord had done to his older brother and best friend. "_He looks just like that copy that appeared when Eggman hit him with that weird beam…_" he thought.

While Discord was laughing, Eggman was looking on in disbelief. "_Impossible! I could see him being able to affect Twilight without messing with her friends like he did before, but with all the Chaos energy he's absorbed over the years, Sonic is basically the element of chaos itself! How in the world was Discord able to affect him?!_" He then noticed Discord was holding up his two-way mirror and looked at it. At the angle it was tilted, he could see that the reflection was showing Sonic and Twilight. And it also showed… He quickly put the pieces together from what he was seeing and glared down at Discord, "Discord, you idiot! Can't you even tell your own magic apart from someone else's?!"

While the draconequus, his henchbots, Tails, Spike, and the ponies looked up at Eggman in confusion, Sonic and Twilight both looked up in realization as they kept sliding. "Dr. Eggman's already seen through the spell," Twilight muttered.

"Well, it's not like we were counting on fooling them for long anyway," Sonic shrugged. He stopped pressing his right hand down on Twilight's back, though he still held her Element of Magic crown in his left hand, and said, "Might as well ditch it now. This whole gray thing is depressing anyway." Twilight nodded as she lifted her head up, her magic surging into her horn as it was surrounded by her magenta aura. A second and a brief flash later, her illusion spell was dispelled and both she and Sonic were restored to their normal colors. "Much better," Sonic nodded, looking down at himself and then at Twilight's lavender coat.

Spike, Tails, and the ponies looked relieved at seeing them, but Discord stared in disbelief. "WHAT?! That's impossible!" he exclaimed as he floated back down into his Eggmobile.

"Oh please, Discord! You didn't think your magic would actually affect Sonic, did you? Dark Gaia couldn't mess with his head, and that thing's a lot older than you are!" Eggman said.

Discord growled, slamming his lion paw down on the Eggmobile's console, "Why, that little…!" A second later, the cracker Sonic and Twilight were on slid to a stop and they jumped off of it, Sonic following behind Twilight as she and the other Element Bearers ran towards each other. When they reached each other, Discord tried to order the Time Eater to attack them, but again it wouldn't respond. He glared up at Eggman and yelled, "Get them! Get them now! I won't stand for this trickery!"

Eggman held a hand to his chin, "Pipe down, Discord. I have my suspicions, but I want to see where this goes…"

Down on the ground, Sonic remained behind Twilight, still holding her crown in his left hand and opting to stay back until he was needed. Twilight looked at her friends, her eyes puffy and red and a few strands of her two-tone hair sticking up at the ends, unable to read their expressions."Girls, I… I'm… I know you're mad at me and… I've got something I need to say…" she started, trying to find the right words to say.

Applejack stepped forward, wearing a stern gaze, "We got somethin' we need ta say, too." She held her gaze for a moment before it changed to a solemn expression. Six breaths were taken at once…

"I'm/We're sorry!" The Elements of Harmony chorused. Twilight stared at her friends in shock while they did the same. "What? Why are you sorry?" they sounded again in unison.

Twilight shook her head; this was starting to get silly, and to say she was surprised would've been a huge understatement. She asked, "Hang on; why are you girls apologizing? I'm supposed to be the one who's sorry. What are you girls sorry for?"

Rarity quietly spoke for everypony, "For a lot of things, darling… things we should have recognized long ago and taken care of rather than letting them fester and get worse for you."

"But… I don't understand. What did you girls do that you're apologizing to me for…?" Twilight asked.

"How about all those times we didn't have enough faith in you! Like when you were looking for something to write about for a friendship report and we all brushed you off?" Rainbow asked, trying to keep from shouting (too loudly).

"Or when you met Future Twilight and thought a disaster was coming to Equestria. You wanted some kind of clue or reassurance or something and all I kept talking about was your birthday present and having fun. That's just as bad as ignoring you," Pinkie said sadly.

Fluttershy managed to speak up, "Um, a-also when your b-brother was getting married. Queen Chrysalis had him under his spell and he let his emotions get the better of him. We believed him over you based on some words, his a-anger, a-and how close you two are, and that was after ignoring you again the previous night. That was… really cruel of me… to walk away from you without even giving you a second thought…"

Rarity nodded, "That goes for all of us, dear. We haven't… been very friendly towards you for some time now…"

Twilight shook her head, unable to believe what she was hearing. "But that's not your fault! The Changeling Queen fooled everypony, and even without that… I was acting like a foal… just like all those other times you mentioned. I wasn't doing things the way I should have because I let my emotions get to me! You had every reason not to listen to me!"

Applejack stepped back and said, "Twi, lookin' back, it's always obvious what shoulda been done differently. We ain't exactly innocent of lettin' our emotions take over either. But there's definitely somethin' we've always overlooked when lookin' back on those moments: it's that we never talked to you, before or after the fact. Heck, Ah never even said anythin' to you after yer first Winter Wrap-Up, when Ah got mad at you for usin' magic when you were just tryin' to find yer place in it all. Somethin' that simple fer somethin' that, compared to everythin' else we been through, really wasn't as big a deal as Ah was makin' of it. It was all mah pride talkin'…"

Rainbow nodded, "And if Applejack couldn't do it for something that simple, then how could she, or the rest of us, know to do it for anything else? Applejack kind of sets an example that most ponies follow – not me, obviously, I only follow the Wonderbolts' example – so we ended up going along with her without even thinking!" Her face fell, "Especially when you're usually there to talk to us whenever we're the ones who start acting like foals. Some Element of Loyalty that makes me…"

Twilight said, "But you did talk to me! You all did, and Spike too, and I still got wrapped up in my emotions!"

Fluttershy spoke, "Um, no offense to you girls, but… we didn't do a good job of talking to you, Twilight. It's… actually not surprising that you still got lost in your emotions because… we didn't try as hard as you do. You always try your hardest to fix everything."

Twilight protested, "I still got Discord's riddle wrong, didn't I? And that allowed him to mess with you all and again I let my emotions get the better of me!"

Applejack shook her head, "Twilight, don't you remember what his riddle was? All that talk about twists and turns, THEN find the Elements? Sure, we found 'em, but he intentionally set his riddle up so we'd be messed up by the time we found the Elements and be unable to use 'em."

Pinkie nodded, "And you've known Princess Celestia longer than we have, and you weren't able to find out what Future Twilight was trying to tell you, and you noticed things that Queen Chrysalis was doing that we didn't even notice, even if it wasn't all exact evidence. The only time we listened to you was before Cerberus showed up in Ponyville, and that was only because you were addressing the whole town. Again, we were going along with everypony else."

Rarity said, "You've always tried to be there for us, darling. But when you've needed us, we haven't been there for you…"

Twilight spoke after a moment, "I still don't see why you have to apologize when you've all done the same. It hurts, yes, but I know it's my fault, as usual, and I'm being a foal for letting it get in the way of what we're doing instead of being a grown mare and pushing it aside like the rest of you do with your experiences…"

Rainbow exclaimed, "Because it isn't your fault! And we didn't push all that stuff into the back of our minds! We think about all that too, but we also think about the talks that took place afterwards! And even with all that, we didn't think about how you were feeling!"

Rarity said, "It's not right that we fell into that sort of status, but it happened anyway. It's just…"

Applejack took over, "When we have friends, Sugarcube, we just kinda plan that they'll always be there. Ya know, Rainbow Dash has her stunts, Rarity complains about gettin' her hooves muddy and all that, and that's just the way things usually are."

Fluttershy said, "We didn't think that would ever change. We didn't realize you needed our help, whether it was stopping the Changeling Queen or being reassured like this. It isn't your fault."

Twilight looked down. She'd been fighting against tears this whole time, but now she was starting to lose the battle. She finally said, very illogically, "Friendship… it's made me not want to be the only one doing something, no matter what it is."

Fluttershy asked, "Remember Hearth's Warming Eve? Our play? We all had to do something by ourselves." Twilight kept looking at the ground as she thought about that, remembering everything that happened before and during the play. While Rarity, Rainbow Dash, and Pinkie Pie had undoubtedly been the stars of the show (despite what Rainbow Dash thought), at the end, it was her, Applejack, and Fluttershy huddled together, thawing the ice that threatened to cover the land that became Equestria and serving as the quiet backbone for their three friends.

While she mulled over this, Sonic cleared his throat and, when the others looked at him, said, "Uh, I think I owe you girls an apology as well, since Twilight told me how she felt before all this."

Rainbow nodded, "We know. Eggman showed it to us."

Sonic replied, "Right… To be honest, I wanted to tell you or convince Twilight to tell you, but I didn't think you would listen if I said it, and I figured if Twilight was pushed into doing it without knowing what to say, she wouldn't be able to tell you. Besides, I basically promised her I wouldn't tell, and you shouldn't break a promise like that, right?"

Pinkie Pie finally cracked a smile, albeit a small one, "Nopey-dopey!"

Sonic nodded, "I thought so… I can't help but think, had I said something, this all could've been avoided, but I won't try to make any excuses for myself." He walked up alongside Twilight's left side and placed his right hand on her shoulder, the unicorn looking up as she finished thinking about what Fluttershy said. "So Twilight, do you think maybe you could stop making excuses for yourself and accept that everyone here who's not a bad guy, except for Tails and Cadance, made mistakes before and will try to learn from them so that we can all just be friends instead of a bunch of scorekeepers?" he asked.

Twilight glanced down at the ground for a moment, fresh tears glistening in her eyes, before looking up and saying, "I… would like that. And unless Discord is involved, I could never stay mad at anypony."

Sonic glanced down at his left hand, noticing a violet light shining from the jewel on the Element of Magic. "Then I'd say you've never deserved this crown thingy more than you do now," he said, raising his hand and placing the crown on her head.

Rarity asked, hopefully, "So does that mean…?"

Twilight replied, "I might have been mad initially, but I never held anything against you girls. So if you don't hold anything against me and can still call me your friend…" She trailed off, but it was clear what she was getting at. The other five Elements swarmed around her and Sonic, hugging and laughing like when Twilight refused to go to the Grand Galloping Gala without all of her friends or when they realized they had been BFFs since Rainbow's first Sonic Rainboom, but it was still different. Again, they had proven their unshakable bond under the stress of having it broken by mistakes they had made and shown the healing power of friendship, proving once again that friendship IS magic.

Tails, Spike, Cadance, and Shining Armor smiled as they observed the scene in front of them. Up in the Time Eater, Cubot said, "Yo, I think one of those ponies did something to me! I feel funny for some reason!"

Orbot told him, "I believe your feels need an adjustment. As do mine."

Discord glared down at them, "Oh, would you two shut up?! This should not be possible! No pony, no, nothing I turn my magic on can resist me forever!"

Cubot asked, "Uh, Mac, ain't you supposed to be the Spirit that makes anything possible?"

Discord yelled at him, "Don't you sass me, you oversized paperweight!"

Eggman spoke, "Oh, will you stop acting like an overgrown child, Discord? I already know you have no appreciation for science!" He held his hand to his chin, "To be honest, I'm amazed. Even with magic, I was sure they wouldn't be able to hold their friendship together after they were all faced with their past mistakes, yet here they are, as close as ever. Science advances by being able to be proven wrong, and I was certainly wrong here. They're still together." He then lowered his hand and grinned widely, "And you know what they say: the more, the merrier!" He pressed a button on the console of his Eggmobile and a portal opened up next to the Time Eater, its left hand lifting up and going through it.

The group hug came to an end, everyone separating and smiling at each other. After a moment, Sonic said, "Come on, girls. We've got an Eggman to scramble and Discord to put in order." A few ponies giggled at his joke.

Twilight nodded and faced forward, Sonic and her friends doing the same. "You tried to break us up, Discord and Dr. Eggman, but it didn't work. We're still going to fight for our friendship, and we're going to fight you two!" The others nodded in agreement with her words.

Eggman called, "And I would be happy to do so, but it seems it took you a little too long to get to this point, so I'm afraid you're a little too late! Lights out, kids!" Everyone raised an eyebrow at that, not knowing what he was talking about or noticing the portal he had opened earlier opening up above and behind them. As the Time Eater's arm came through it, though, they heard the sound of the portal pulsing. They turned and looked up to see the hand coming down at them…

SLAM!

"NO!" Cadance and Spike screamed as the hand slammed down on top of the group, a purple shockwave spreading out from it when it came into contact with the ground, while Shining and Tails stared in horror and fear, respectively. The hand lifted off them, the arm going back to the Time Eater and revealing the group underneath. Sonic was lying on his front, his head turned towards Twilight, and Pinkie was on her back with her head turned to the right. Everypony else had been smashed onto their sides.

"I say! What a frightful show of force!" Orbot commented.

"Ooh, that's gotta hurt!" Cubot agreed.

"Ah, that was deliciously deceptive, Doctor!" Discord grinned.

Cadance looked up at Eggman and screamed, "YOU MONSTER! HOW COULD YOU?!"

Eggman answered, "Oh, spare me trying to make your voice sound loud, Cadance. You've got a long ways to go before you get the Royal Canterlot Voice or whatever down. Besides, that was just to soften them up. Now they'll meet their makers." He snapped his fingers and the shield that had been holding Spike, Shining, Tails, and Cadance back went down, starting from the top and going down just like Twilight and Shining's force field spells.

As soon as it had gone down past them, Shining and Cadance immediately ran towards the group. As if predicting this action, the Time Eater sent its lower right arm out and grabbed the couple in its right hand, Tails having grabbed Spike just as he was starting to run so he wouldn't get smashed by it. "Stay away, unless you two want to go first! I have a Time Eater and I'm not afraid to use it!" Eggman said.

"YOU CAN'T DO THIS TO THEM!" Cadance shrieked.

"Oh? And what are you going to do about it, dear Cadance? Your aunts had no effect on the Time Eater; what makes you think YOU can do any better?" Discord mocked.

"Come on, you don't need to do this! You've already made sure they can't take you on right now! That's enough, isn't it? Just let them go!" Shining shouted.

Eggman held a hand to his chin, "Hmm… Well, I suppose I can be a good egg sometimes…" He looked up after a moment, "I'll tell you what. If any of you have any last words you want to say, I'll let you say them."

Cadance cried, "What?! You can't…! That's…!"

Eggman growled, "You're wasting my time and my patience. Either speak now or forever hold your peace!"

Shining gritted his teeth as he glared up at Eggman. This human… what gave him the right to do anything he had done? Why did this creature obey him without question? How could he do this to Twilight and her friends and then plan to completely change all of Equestria and Sonic's world? At that last thought, his expression turned sorrowful as he turned his head to look at his sister and her friends. They were right there, at least ten feet away… and he couldn't do anything to help them.

"_Do you know how it feels to see someone who means more to you than anything lying there in front of you hurt… and you can do nothing but watch them die?_"

As Shadow's words echoed in his head, Shining felt tears come to his eyes. The situation was hopeless. If Celestia and Luna couldn't harm the Time Eater, what chance did he have? The best he could do was cast his spell around them, but the Time Eater would eventually break through it with its other hands, and he couldn't keep casting it forever. He wasn't even entirely sure his sister and her friends were still alive. He couldn't see any movement; was it too late already?

"_I think you'll find that the things we say that we end up regretting the most are the things we say in our anger… because they're often the last things we ever say to someone._"

The tears began to fall as Shining remembered those words. He also remembered the Changeling Invasion and everything that happened before that. He remembered asking Twilight to be his Best Mare again after the changelings were repelled, but what else had he said? Did he apologize for his behavior at the wedding rehearsal or had it gone unspoken? He couldn't remember; he couldn't think straight. With the invasion, the real wedding, and the return of the Crystal Empire and King Sombra all happening in such a short amount of time, in his current state of mind, he found that he couldn't remember if he had said he was sorry to his sister. And now it looked like it might be the last thing he'd ever say to Twilight…

Pressing his hooves down on top of the Time Eater's hand, Shining tried to push himself out of its grip. Finding it to be holding him to hard, he looked towards his sister and cried, "Twilight, I'm sorry about what I said to you! I said such awful things to you because I was hurting! I should have known you wouldn't have accused your old foalsitter without a good reason! I'm sorry I hurt you worse than any of the bullies you asked me for help with at school!"

Cadance whimpered, "Twilight… You can't be gone yet… Please, get up!"

Shining desperately said, "Please don't give up! I believe in you!"

A familiar voice called, "That's right, buddies!" The voice was so sudden and unexpected that the Time Eater released Shining and Cadance, both of them backing up and stopping next to Tails and Spike, the four of them and Eggman and Discord looking around for the source of the voice.

Another familiar voice, this one female, exclaimed, "We know you can do it!" Tails, Shining, Cadance, and Spike looked up and off to the right, up at a piece of stone that was floating in the air. Standing on top of it was Amy, Big, and Knuckles!

"Come on, you guys, smack them!" Knuckles called while thumping his fists together.

Eggman turned and glared at them, "Grr! Not you!"

A flash of green appeared above another floating stone, from which Shadow appeared with his arms crossed. "You've got this, Sonic!" he hissed.

Rouge flew up and landed beside him, standing up straight and saying, "You can win, ladies!"

Omega jumped up and landed behind them, observing the scene below. "PROBABILITY OF TEAM FRIENDSHIP'S VICTORY IS… 0.6," he monotonously said.

Discord stared in disbelief before demanding, "How did they get here? How did they find out about what's going on?!"

Eggman glared down at him, "Who cares? They're insignificant!"

One by one, more familiar faces began to show up, all throwing words of encouragement to the group, showing their belief in them.

"Come on, get up and put these lame-os in their place!"

"Tri- I am in your corner!"

"Stop lyin' down, young'uns!"

"C'mon, y'all, show 'em that Apple Family spirit!"

"You've got the power, team!"

"Focus your spirits as one!"

"We're with you guys!"

"CUTIE MARK CRUSADER CHEERLEADERS! HEROES, YAY!"

"You may fall, you may falter, but we'll be with you; that will not alter!"

"Yeah, butter their muffins!"

"I believe in you all!"

"Don't give in, everyone!"

"I know you guys can do this… together!"

"C'mon now, y'all! You can do this! Ah know you can!"

"The land's will is in your favor, not theirs!"

"Ponyville and all who it houses are behind you 110%!"

"Come on, Sonic! You're not gonna let an egg and a mismatched freak beat you, are you?"

"Get up, everyone! Show them whose boss!"

"You've got what it takes! All of you!"

"Come on, mates! Your captain's rooting for you!"

"Rainbow Dash! We believe in you and your friends!"

"Yeah, crack that Eggman wide open and make him feel it!"

As Princess Celestia landed behind him and Cadance and Princess Luna landed behind Tails and Shining Armor, Spike called, "You guys can figure out a way to win!"

Tails nodded, "You always do!"

Discord groaned, "Oh, GAG! What a sickeningly sweet and disgusting display! Can we just…" He stopped short as he noticed a glow similar to the earlier flashes beginning to come from Sonic and the Element Bearers' bodies. "What's this? Are they somehow using the Elements of Harmony?" Discord wondered.

"That's not just the Elements of Harmony! That light's coming from the Chaos Emeralds too!" Eggman said.

Omega spoke, "INITIAL PROBABILITY HAS… DOUBLED!" As he said this, the Chaos Emeralds floated out and formed a circle around the group, beginning to slowly rotate in a circle.

Discord smirked, "What, that's all? No problem, then!" He held up his eagle talon, a yellow aura surrounding it that soon surrounded the Chaos Emeralds that caused them to stop spinning. The draconequus closed his eyes, sure they were going to be dragged to him like the Elements of Harmony were the last time he was free, but his eyes reopened when he felt something else. Looking down, he saw that the Chaos Emeralds were beginning to glow brighter. "Hmm? What are they doing?" he asked.

Down on the ground, Chip's bracelet, which was still on Sonic's left wrist, began to glow green, the same color green as the shield Chip created around Sonic as he sent him back to the planet's surface. The same green appeared underneath the Chaos Emeralds' glow as a voice whispered, as if in everybody's heads, "_Sonic…_" With that, the green and the Chaos Emeralds' glow suddenly overpowered Discord's magic, dissipating his yellow aura completely!

"What?!" Discord shouted.

Eggman growled, "It's a little late for that, Discord! The Chaos Emeralds have been listening, you know! And after all the friendship they've been hearing, they're not going to listen to you anymore!"

The Chaos Emeralds began to rotate in a circle again. After a few seconds, they lifted Sonic and the Element Bearers off the ground, all of them turned in the Time Eater's direction and floating on their stomachs. Sonic's right hand began to twitch and then closed into a fist a second later as he opened his eyes. As Twilight and her friends regained consciousness and looked around in confusion, he said, "Come on, ladies! We got Chaos, we got Harmony! Let's show these clowns the real power of Friendship!" The ponies looked at him and nodded with determined expressions. As they all puffed out their chests, a beam of yellow light seemingly shot up out of the ground, engulfing them and the Chaos Emeralds and forcing everyone else to look away. When the light had cleared and everyone looked again, everyone except Sonic's friends and Dr. Eggman was surprised (at least) by what they saw.

While Sonic had changed to his usual gold/yellow, red-eyed Super Sonic form with his quills pointing upwards, the Element Bearers had had the Chaos Emeralds' power channeled into their trinkets and then into them, their power changing them as they had changed Sonic.

Fluttershy's yellow coat had become completely white, the butterflies that were her cutie mark having become a dark blue with aqua antennae and her eyes a slightly lighter shade of blue. Her mane and tail, while still pink, had flattened out, making them look almost similar to Princess Celestia and Princess Luna's, though without the ethereal look and flowing. The biggest change, though, was her wings. They no longer looked like regular pegasus wings; instead, they looked like large bird wings, much bigger and longer than her normal wings.

Applejack's coat had changed from orange to a dark brown, her cutie mark now changed from red apples to green apples. While the front of her mane looked like it always did, the hair in her ponytail had become spiky, as had the hair in her tail. Her eyes were now light blue and she still had her hat perched atop her head.

While her mane and tail were still pink, Pinkie Pie's pink coat had changed to a deep red, her cutie mark now two yellow balloons with one blue balloon in the middle. Her mane and tail were still wild, though they had flattened out in places. Her eyes were now a bright green and part of her party cannon stuck out of her tail, the rest of it somehow contained within her tail.

Rarity's white coat had become a dark blue, similar to the now-blue butterflies on Fluttershy's flank, and her eyes were a deep purple, though her eyeliner was still light blue. The three diamonds that served as her cutie mark had changed from light blue to red, and her horn was slightly longer than normal. Her mane and tail had lost most of their natural curl, though they still had a slight curl in the middle and curled up at the ends.

Like Fluttershy, Rainbow Dash's coat had changed from cyan to white, though she still retained her normal pegasus wings. Her mane and tail, however, were spiky and stuck up, similar to Super Sonic's quills and her mane appeared to be on fire. In addition, the cloud on her cutie mark had changed from white to a black storm cloud and her eyes were now a deep red, similar to Super Sonic's.

Twilight's coat had gone from lavender to a gold-brown color, her eyes now a deep blue and, like Rarity, her horn was slightly longer. Her mane and tail had also gotten longer, now looking similar to Princess Celestia and Princess Luna's, even flowing like there was wind blowing through them, though they didn't sparkle like theirs. The six-pronged star in the middle of her cutie mark was now white and the smaller star underneath it and the five smaller stars surrounding them were now red. She also had what appeared to be magic wings, as the 'wings' on her back were the same magenta color as her magic aura, though her horn was not glowing, and they were composed of similarly colored diamond shapes on the inside.

As Twilight and her friends began to adjust to their new appearances and power, Discord stared in disbelief at what they had become. "Oh my chaos… The Chaos Emeralds did this to them?" he breathed.

Orbot looked up at Eggman and said, "Well, it's been nice working with you, Boss."

Eggman growled, "Grr…!" Slamming his right fist down on his Eggmobile's console, he opened up a portal behind the Time Eater as he said, "Fall back!" In response, the Time Eater floated backwards, vanishing through the portal. Without a word, Sonic and the Super-powered Element Bearers flew up and looped around before flying in formation towards the portal, Sonic leading the team as they went through.

As she and the others watched as the portal's surface began to change to look like a reflective surface, Celestia thought to herself, "_You were right about me, Dr. Eggman. I'm not quite the same as I was a thousand years ago, and I do rely on Twilight and her friends a lot. But I am not as out of touch with her as you made me think, and I am good at rallying my ponies. That's why Luna and I rallied up the family and close friends of Twilight and her friends, to remind them how much they've learned and that their friendship is not false. It is real, and like Sonic told me, the Chaos Emeralds have responded to it._" She narrowed her eyes,"_Now that friendship will be your and Discord's undoing._"

* * *

><p>Hoo, boy. This is a huge chapter with a LOT going on in it. No doubt this is going to be a bit of a lengthy explanation.<p>

Let's see... first things first: Discord. As you can probably guess, based on this chapter, this story officially takes place prior to the events of "Keep Calm and Flutter On". I will reserve my judgement for how reformed Discord acts until season four comes around. As for this story, as you can now tell, Discord was posing as Nightmare Moon, the Shadowbolts, and Mephiles the Dark this entire time. In case you're wondering, Discord's presence in this story HAS been hinted at in prior chapters. Now that the cat's out of the bag, for anyone who wants to know just where this was hinted and wants to double-check it, here are the clue locations:

*The first place Discord was hinted at was during the Nightmare Moon battle. NMM's bent horn and muttering about Twilight spouting her bravado were minor clues, but the real clue here was when she said she wasn't going to ignore the ponies during the battle. If there's one thing that Nightmare Moon did that neither Discord nor Chrysalis did, it's that she paid attention to her enemies the whole time. Sure, Discord and Chrysalis did too, but once they thought their victory was assured, they immediately stopped paying attention to them and were blind when things started falling apart for them (seriously, is Discord colorblind or something?). Nightmare Moon, however, did not do this; even when she thought she destroyed the Elements of Harmony, she didn't shrug off what Twilight was saying. She just didn't think there was any way they could get the sixth Element. The point is, she paid attention the whole time; she never ignored the Main Six, and even Applejack noticed the discrepancy in what Nightmare Moon was saying.

*The next clue was the Shadowbolts themselves. Discord was posing as each of them, but he did not make perfect transformations; each one had one of his physical traits. The two male Shadowbolts had a full pair of Discord's mismatched wings while the leader had the sharp tooth that sticks out of Discord's mouth. When the group escapes back to Lost World, I mentioned that the leader's voice changed drastically; what I didn't mention was that it started to sound like a male's voice because that would give Discord away. However, (s)he did say "Oh, for goodness sake!"; what other villain in "MLP: FiM" has said that besides Discord?

*As revealed in this chapter, Discord was spying on the group as they were going through Frog Forest and Lost Jungle. When the group met up at the end, after Fluttershy used 'The Stare' on the giant alligator, Sonic noticed a white tuft poking up above some bushes. What he saw was the fluffy end of Discord's tail (which, interestingly enough, ended up affecting those beavers in "Keep Calm and Flutter On"). That's also why it disappeared so quickly before he could reach the bushes.

*As mentioned above, Mephiles the Dark was the last of Discord's disguises. He used this form to get close to Silver and brainwash him, Discording him. When the group first saw Silver, Sonic and Tails noticed something was off about him. This was noted because he was partly Discorded; he wasn't completely gray yet, but still gray enough to be noticed. When Sonic and Silver did the double Chaos Control, it had the same effect as Twilight's memory spell and undid the Discording. That's why it was noted that he seemed to look more like himself afterwards. Braeburn and Little Strongheart's mention of Mephiles' shadow was the giveaway here. Something that looked mismatched and straight out of a storybook... get it?

*Also revealed in this chapter is that Discord helped Eggman build the device that took control of Trixie's mind. That's why Tails said it didn't make sense that it was a mind control device; after all, why should Discord make sense?

*What Pinkie was going to say at the end of Sweet Mountain, before Sonic cut her off, was "There really are cotton candy clouds here!" If you recall, at the beginning of the level, Sonic mentioned there are no cotton candy clouds in Sweet Mountain, unlike in "Sugar Rush". Eggman hints that Discord forgot to take that cotton candy cloud with him when he left; it's the same cloud he pulled out from under the Eggmobile. What was he doing there? Heck, it's a world full of sweets and candies; why would someone like him need a reason to be there?

So... there you go.

The other issue I need to address is this story's sub-plot, AKA, that whole thing with Twilight this chapter. If you recall, during Frog Forest, Twilight had that worrying moment that was mentioned in Chun-Nan. That was also the thing Twilight was trying to talk to the others about during Sweet Mountain. This might just be me, but this is a part of the story I think some people will find controversial, and it comes almost entirely from the episodes "Lesson Zero", "It's About Time", and "A Canterlot Wedding", with some other episodes as well.

I'm sure we all remember those episodes: Twilight gets worried about something, has a bit of a breakdown, and everything turns out okay in the end. It's all well and good, right? Well, almost. If there's one thing that stuck out to me about these episodes in general, it's that nobody ever really talked to Twilight when all was said and done. Nobody was shown saying anything to her after Princess Celestia left, Pinkie Pie was being Pinkie Pie, and Applejack's attempt at an apology, while nice considering she was the one who suggested they go check on the fake Cadance in the first part, didn't exactly cut it for me. Except for the two instances that Pinkie Pie mentioned in this chapter, no one's ever really talked to Twilight, which I find odd because, five out of six times (Twilight obviously wasn't in "Putting Your Hoof Down", and I don't consider her interactions with Fluttershy in "Hurricane Fluttershy" to be significant), Twilight is there to talk with her friends. And, heck, everyone else gets talked to. The other ponies in the Main Six, the Cutie Mark Crusaders, Spike... heck, Spike got a break from Angel in "Just for Sidekicks"! These characters are all shown getting some kind of talk or forgiveness ON SCREEN, yet with Twilight, we're left to speculate whether or not anyone actually did.

Now I'm sure you're wondering, do I believe they never did? Of course not. In my headcanon, the other ponies and Spike probably did talk to her after the events of those episodes. Why didn't they show it during those episodes, though? Well, I think they suffered from time constraints. You know, they have almost half an hour to tell a story and wrap it up unless it's a two-parter; they may not be able to cover everything in that amount of time. With the exception of "Lesson Zero", I think they didn't have enough time to squeeze such a scene into these episodes. Therefore, we're left to assume everything's okay since Twilight's friends came through for her... at the last minute (Pinkie and Spike started getting worried before the Sun came up in "It's About Time").

But show time constraints aside, why didn't they show some form of the friends getting together or something? Well, to quote one of my Biology professors, "stuff happens" (okay, the word he used was a little more profane, but you know...). With everything that was going on at the time in those episodes, the thought of talking to Twilight probably slipped out. You know, they were worried Celestia was going to take her back to Canterlot forever for not having a report on time and wanted to keep her happy afterwards, there was the whole rush of searching through the Star Swirl the Bearded Wing for the scroll Twilight wanted and then her traveling back in time and suddenly reappearing, and of course preparing for Shining and Cadance's real wedding. They could have meant to do it right away, but other things came up. And by the time they were done, the thought was already gone.

As I said before, I do think they talked to Twilight after the events of these episodes, as in off screen, and I've found several fanfics that do this sort of thing or mention something happening like "A Former Esoteric Passion", "Like An Unexpected Song", "Canterlot Consequences", and "Miles to Go". These are all well-done stories that address issues that weren't properly covered on screen, and I think the writers did a great job addressing the issue. But disregarding that and my headcanon, let's ask ourselves:

What if they didn't? What if what we saw on screen was it? How do you think Twilight would feel or react? Is it a stretch to say that she might think her friends didn't think of her as a friend because she made mistakes and they never talked about them with her? Is it too much to think that she felt she had to work harder as a friend or else she would lose them as friends? I don't think so.

Nobody's perfect. No matter what they do, I don't hold anything against Spike, the Main Six, the Cutie Mark Crusaders, or anypony else on the show. They're all great characters and I like that they're not always perfect. But I still feel that, if Celestia, Shining, Spike, and/or Twilight's friends never talked to her, it's an issue that needs to be addressed, and some of the things that happened during season three made me wonder if Twilight's friends ever did talk to her. Up until about "Keep Calm and Flutter On", when I looked at some things a certain way, it felt like Twilight was still clinging to the mistakes she made during season two.

Not everything Eggman and Discord say represents what I think. While some of it does, a lot of what they say is part of their efforts to break Twilight and her friends up. Everything the girls say to each other is things I realized and/or otherwise saw other authors address and couldn't find any other way to word it because it's as true as it can be.

I'm not quite sure I said everything I'm thinking of above, but that just about sums up my reasons for including the Twilight sub-plot in this story. And just for the record, I HAVE read "Post Nuptials". However, it did not influence this chapter much. While it is indeed a very well-written story and realistic, I also feel it's a bit... heavy.

One last thing: I am NOT presenting Sonic as a seventh Element of Harmony. If anything, he's more like backup for them, which you'll see more of in the next chapter. He is not a true Element of Harmony, just so we're clear.

Now, onto the chapter notes.

Wanna know what happened on the way to Canterlot? Well, once this story is over, I might write about what happened.

The doors that seal off the tower where the Elements of Harmony are stored was partly based on the Thousand-Year Door from "Paper Mario: The Thousand-Year Door".

As mentioned, the pedestals for the Chaos Emeralds and Elements of Harmony look similar to the pedestals in the Gaia Temples in "Sonic Unleashed".

The box that held the Elements of Harmony being beaten up is a reference to the fact that, in "Keep Calm and Flutter On", the Elements were transported to Ponyville in a different box.

Can't have a fanfic featuring Discord without some "Star Trek" references, can we?

Originally, the scene where Nightmare Moon transforms into Discord was a bit more graphic. Specifically, there was going to be blood and a lot more sounds.

Discord's mention of the Forest of Leota is a reference to the "MLP: FiM" comic series. The second issue includes a map of Equestria. To the west of the Forest of Leota is a spot labeled "Site of the Battle of Discord".

The screen that the Time Eater creates is based off the monitors that show how to do the combo moves in "Sonic 4: Episode II" and the monitor Eggman uses to reactivate Metal Sonic at the beginning of "Episode Metal".

When Discord calls Eggman "Robbie", he's referencing the line Classic Eggman said in the game about nobody calling him Robotnik anymore. It's also a reference to the Archie "Sonic X" comics. In Issue #20, Eggman posed as a mechanic named Robbie Nick in order to trick Sam Speed into his latest plot to defeat Sonic.

When Sonic and Tails team up to attack the Time Eater, their combined attack is the same attack Sonic and Knuckles do in the Sonic X episode "Map of Mayhem".

Eggman's controller is a reference to his Sega Dreamcast in "Sonic Unleashed".

Sonic mentioning that Discord using magic to take his speed away is a reference to the "SatAM" episode "Super Sonic", where a wizard DOES take Sonic's speed away with magic until he gets his computer of spells back from Robotnik.

The table that Discord creates to hold Rainbow Dash down is a reference to "Cupcakes".

Applejack calling the tree sap "mega muck" is a reference to the same gunk from the early Archie comics and the "SatAM" cartoon series.

When Discord says brown would work for Sonic when his fur is sticking straight up, it's an allusion to how Sonic looked in "Sonic the Comic" before he met Dr. Kintobor, got his Power Sneakers, and broke the speed of sound for the first time. That incident fused his quills together and turned him blue; before that, he was really spiky and brown.

Tails' thoughts about a beam creating a copy of Sonic is a reference to "Sonic Championship/the Fighters", where, when both players are the same character, Robotnik/Eggman shows up at the start and uses a beam/ray that, except for Honey the Cat, creates a completely gray copy of the character.

After Team Dark has said their piece and before Spike and Tails finish up, this is the order everybody speaks in:

Gilda

Trixie

Granny Smith (Big Macintosh carried her)

Big Macintosh

Vector

Espio

Charmy

Cutie Mark Crusaders

Zecora

Derpy

Cream

Blaze

Silver

Braeburn

Little Strongheart

Mayor Mare

Jet

Wave

Storm

Marine

Spitfire

Soarin

Yes, that was Chip speaking in everyone's heads.

I would like to thank Super-Rainbow-Dash for giving me permission to use the Super designs for the Main Six that he and GeoNine worked on (which I hope is still good, since he gave me permission some time ago). They are completely their designs, and the links to them are found below:

Twilight Sparkle - geonine. deviantart. com art/Super-Twilight-Sparkle-Ultimate-Magic-32257811 5?q=gallery%3Ageonine%2F38643359&qo=0

Rainbow Dash - geonine. deviantart. com art/Super-Rainbow-Dash-Flame-of-Loyalty-287934045? q=gallery%3Ageonine%2F38643359&qo=5

Applejack - geonine. deviantart. com art/Super-Applejack-Guardian-of-Honesty-320754834? q=gallery%3Ageonine%2F38643359&qo=2

Rarity - geonine. deviantart. com art/Super-Rarity-Bearer-of-Generosity-321608398?q=gallery%3Ageonine%2F38643359&qo=1

Fluttershy - geonine. deviantart. com art/Super-Fluttershy-Wings-of-Kindness-319196146?q =gallery%3AGeoNine%20randomize%3A1&qo=5

Pinkie Pie - geonine. deviantart. com art/Super-Pinkie-Pie-Unbridled-Laughter-319778819? q=gallery%3AGeoNine%20randomize%3A1&qo=4

I think that's it. Kind of need to be somewhere, so I'll look this over later and see if there's anything I forgot. Have a happy Easter, everybody!

Music:

Arrival at Canterlot - www. youtube. com watch?v=VOn-XquUmwc

It's Quiet... - www. youtube. com watch?v=blbupicpA5Q

Here is the Map... - www. youtube. com watch?v=UQcpVIEKIPo

The First Location - www. youtube. com watch?v=tB-o0Pnj1Tk

Canterlot Tour - www. youtube. com watch?v=Ob5g2irAUdo

The Combination for the Tower Doors - www. youtube. com watch?v=krRNUVgl0dE

Regrouping - www. youtube. com watch?v=cg2MYCp7Sbc

Time for the Final Confrontation - www. youtube. com watch?v=iDvKwTJBmok

Eggman's... Allies? - www. youtube. com watch?v=0Rextsph_Jc

Eggman's Real Ally - www. youtube. com watch?v=V-CwvHNm20s

Eggman's Explanation - www. youtube. com watch?v=ChQFaunWxdA

The Time Eater - www. youtube. com watch?v=P6Eha4dHzLI

Charging the Elements of Harmony - www. youtube. com watch?v=XvSm4o7nJ0U

Failure - www. youtube. com watch?v=U6Pd4jcA8sc

Eggman vs. Celestia - www. youtube. com watch?v=MMVMReBZ6Cc

Ripping Out the Truth - www. youtube. com watch?v=ejoXeukuxA0

Discord's Fun - www. youtube. com watch?v=lNvYe1G8f-8

The Finishing Blow - www. youtube. com watch?v=AiAcAndKS0g

Last Chance - www. youtube. com watch?v=qAvQNB_8HZQ

Friendship is Magic - www. youtube. com watch?v=qmbgCBZ86z4

The Crushing Defeat - www. youtube. com watch?v=IlbJuf91fv0

Never Alone - www. youtube. com watch?v=pucnAvLsgyI

Chaos and Harmony, Unite! - www. youtube. com watch?v=ckBcVso58PI

Let the Final Battle Begin! - www. youtube. com watch?v=ld3JPWdt7JI


	17. The Final Battle

Rainbow Dash looked around as she growled, "Where'd those creeps go?" Sonic and the others, who were flying/floating next to her, Fluttershy and Twilight flapping their wings to remain in place like Rainbow, had no answer, all of them looking around. They were in the middle of what could only be described as a tube or tunnel floating in the air. The walls of the tube appeared to be made up of multiple thin lines running close together, the outside of the tube clearly visible to them. The area outside the tube was dark purple and magenta space, with clocks, hourglasses, and gears floating around, some gears and an occasional clock face going around the tube. Discord, Eggman, his henchbots, and the Time Eater were nowhere to be seen.

"Ah don't know, Rainbow. Followin' them through that portal left us disoriented for a moment… Did they get us ta follow them so they could slip away again?" Applejack wondered.

Rarity glanced over at her, "That sounds like something Discord would do, Applejack dear, but this Dr. Eggman…" She looked over at Sonic and asked, "Would Dr. Eggman do that, Sonic?"

The gold/yellow hedgehog replied, "Yeah, but not this late in the game. When Eggman's ready for a showdown, he doesn't run unless he's 'persuaded' to. This doesn't fit his style."

Suddenly, Tails' voice came from his quills, "Sonic, can you hear me?"

Sonic quickly reached back into his quills and pulled out his radio as the others looked at him. He turned it on and spoke, "Tails? I hear you, buddy. What is it?"

The fox answered, "Just checking in. This means it works!"

Fluttershy asked, "Um, what works, Tails?"

Spike answered this time, "When we were riding the train to Canterlot, during those more quiet moments, Tails asked me and Twilight to help with the radios. He wanted to modify the… transceivers or something?"

Tails spoke, "Even though we're separated by the portal, you should still be able to hear us!"

Luna's voice came through, "We shall help as well!"

Then Silver's voice, "Let's take the enemy out together!" A chorus of voices came up after he said that, everyone recognizing them.

Everyone smiled at the radar, knowing that, even far apart, their friends and family were still supporting them. "Everypony…" Twilight whispered.

Suddenly, Pinkie started shaking in place, Sonic and the others looking at her curiously as Applejack asked, "Pinkie, what's the matter?"

The red pony replied, "It's my Pinkie Sense! Something big is about to happen!"

A second after she said that, Twilight faced forward and shut her eyes as her magic channeled into her horn. "I can feel a massive buildup of energy… Something big is definitely going to happen!" she said after a moment. Everyone started looking around again at that.

Suddenly, Pinkie pointed off to the left side of the tube, "Ooh! Lookie over there! It's Appleloosa!" Everyone turned their heads to look where she was pointing.

On the outside of the tube, they could see the portal leading to Appleloosa floating by, the town still in color though it still had no sky. They could even see ponies walking around outside. "Huh. That's kinda weird. What's that doin'… Wait, what the hay's happenin'?!" She and the others watched in shock as the color on the image began to disappear, but that wasn't all. The whole town was starting to vanish!

Discord's laughter suddenly rang through the tube, breaking everybody out of their shock. Fluttershy looked a bit nervous when she heard it while everybody else took on a floating defensive stance. "Discord! Where are you?! Show yourself!" Rainbow yelled. The draconequus merely laughed again in response.

Everybody soon noticed something out of the corner of their eyes and looked at the left side of the tube again. A few more portals were floating past them along the side of the tube, all of them showing locations the group had visited. And just like Appleloosa, they weren't just losing their colors; they were being erased as well! "Oh my goodness…" Fluttershy murmured.

Sonic and Twilight turned to look at the right side of the tube, everypony else doing the same after a moment. More portals were floating by on that side, all of them either showing places from Equestria or Sonic's world, many of them visited either while getting their friends and Ponyville's colors back or on the train ride to Canterlot. "What's going on?" Twilight asked.

As the portals continued to float past, Sonic said, "They're not just losing their colors. They're being broken down into nothing…"

The portals suddenly began to gravitate further past the group. As they did, the group heard Eggman's voice, "Indeed." They all looked forward and saw the Time Eater emerge from a purple void up ahead, the coverings on its head still slid back, allowing them to see Eggman, Discord, Orbot, and Cubot. Eggman was standing up as he spoke, "No matter whether they were being used for our games or were simply affected by the Time Eater, they all still existed, occupying time and space. But now they're nothing more than food for the Time Eater…" the grin on his face got bigger, "along with anything living in those locations."

Sonic and the ponies stared at him in disgust and rage. Without warning, they all flew towards the Time Eater at high speed. As they flew, Rainbow yelled, "You're not getting away with this, Eggman! We're going to make you undo what you just did to your world and Equestria!"

Discord floated out of his Eggmobile, stopping just in front of the Time Eater as he smirked, "Eggy didn't 'just do it', Rainbow Dash. The Time Eater's been the only thing that's been keeping what's inside those portals stable all this time! We could've changed them into food for the Time Eater at any time had they, and some of the ponies we took from them, not been a part of the game! Can they all be returned to normal? Perhaps, but as you're going to find out," he spun around in midair and suddenly, with a burst of magic, became taller, shadowing the Time Eater behind him and knocking the group backwards due to his sudden growth just as they were about to reach it, "no matter what you do, that's not going to happen!"

While the group righted themselves and the Time Eater began to absorb the portals, Eggman sat down in his seat and spoke, "This isn't going to end the same way, Sonic. Before, you've always been there; you've always had some trick up your sleeve to stop me! That's why I took control of the Time Eater and tried to change the past itself, to erase you and undo my previous defeats!" As the Time Eater began to glow white, he glared, "But here you are – again. Trying to foil my plans – again. Getting in the way at the last possible moment – again! Not this time, Sonic!" The Time Eater absorbed the last of the portals, the white glow fading after a moment. The Time Eater was now sparking with electricity, it looked sturdier, and a ball of what looked like magma circled the creature on the outside of the tube. Eggman spoke, "This time, you and your kindergarten cohorts can't win!"

Shaking his head to get rid of the last bit of disorientation, Sonic looked in Eggman's direction and grunted, "Whatever you say, Eggman. That brings us up to, what, the millionth time or however many times you've said that now? And just like all those other times, the outcome's not going to be any different this time."

Discord grinned down at him, "And what makes you say that, Sonic?"

While the Main Six righted themselves, the hedgehog answered, "That Time Eater thing behind you? That's probably the newest thing we've seen all day, and it took you guys until now to use it. Everything else has been you guys throwing things against the wall to see what sticks. You've sent us to familiar locations that we hardly get separated for long in, you sent a bunch of baddies after us that have been stomped before, and you, chimera boy, haven't added a lot of new chaos to your arsenal. You can't really claim things are going to end differently when, this whole time, you guys have been doing nothing but rehashing!"

As she raised her hooves up, Applejack nodded, "Fer sure! Ya make a bunch o' crazy things happen and try ta get us with yer crazy magic and think it's gonna work the same way it did the first time? Try somethin' new, Discord!"

Eggman growled, "You all think you're so clever, don't you? Well, how do you like this: the Time Eater has finished absorbing everything you seven have ever known! Everyone you know has been erased, and you've all got nothing to go back to!"

The Element Bearers tensed up at that, but Sonic said, "You haven't gotten everyone yet, Eggman!" He held his radio up in his left hand, "We've still got everyone who made it here to give us backup! And speaking of which, we're still here! So don't start dancing just yet!"

Pinkie grinned, "You and Discord are taking your cupcakes out of the oven too early, Eggy! Don't you know you're supposed to count to four?"

Eggman retorted, "I'll be counting down to your doom in a minute, you annoying pink pony! You might be able to defy science at will, but it'll take more than your Pinkie Sense to survive this!"

Sonic said, "And that's why we're all here, so no one has to deal with you clowns alone! Friendship got us here; now friendship's going to make everything right again!"

Twilight nodded, "Exactly. It's like I said last time, Discord. Friendship isn't easy… but it's worth fighting for!" Both the draconequus and Dr. Eggman groaned in exasperation after she spoke her creed, Discord swinging his head back as he rolled his eyes.

Bringing his head down, he glared at the Bearer of Magic as he asked, "Is that so?" He looked back and exchanged a look with his glasses-wearing ally before they both grinned.

"Well, then… LET'S SEE YOU FIGHT FOR IT!" the villains challenged before a black portal opened up behind the Time Eater that it disappeared through and Discord snapped his fingers, instantly disappearing from sight.

"Oh, come on! This whole deal is gettin' old!" Applejack groaned.

Sonic looked forward with a determined expression, "Don't worry, Applejack. They're not running away. They're just waiting for us up ahead."

Fluttershy pointed a hoof forward, "We're not going after them… are we?"

Rainbow grinned, "Yes, we are! We'll take 'em together, just like we always do!"

Twilight grunted, "But Discord's separated from Dr. Eggman and the Time Eater… How are we going to fight them both without getting in each other's way?"

Sonic replied, "Easy! We split up, one team inside this tunnel and one on the outside, and we'll all take turns!"

Rarity said, "I get it. Somepony leads and goes on the offensive, the others stay back to conserve their energy and provide support!"

Sonic nodded, "Exactly!"

Twilight turned to Sonic and leaned her head down towards the radio still in his left hand, her horn glowing as she said, "Hang on. I'm going to establish a magic link with the radio so we can all stay in touch." After a minute, the link was established so everypony could hear the radio and the teams were decided on, Sonic, Rainbow Dash, Applejack, and Pinkie Pie staying inside the tunnel while Twilight teleported herself, Rarity, and Fluttershy outside of the tunnel.

Applejack nodded, "Ah think we're ready now, Sugar-hog!"

Sonic said, "Right. Then for the fate of both of our worlds…"

Rainbow nodded, "And for everypony else and our friendship…"

They all finished, "LET'S DO THIS!" With that, they all flew forward, Rainbow Dash, Twilight, and Fluttershy flapping their wings as they all flew towards the other end of the tunnel while they all stayed close together.

After a short time, both groups came to a stop as the black portal the Time Eater had disappeared through opened up not far from Sonic's group, the beast emerging from it and turning its head around before roaring at everyone. As it began to float slowly backwards, Eggman chuckled, "Ho, ho, ho! Still boldly going where no hedgehog or pony has gone before, I see!"

Sonic replied, "I'll chase you anywhere, any day, Eggman! You want to end this? We'll be happy to oblige!"

The Time Eater moved its arms in front of itself, as if going on the defensive as Eggman said, "Very well! No more games! Show me how strong the power of 'friendship' really is!"

Applejack floated forward, "If y'all don't mind, Ah'll get us kick-started!" Sonic nodded in agreement, as did Rainbow Dash and Pinkie Pie. The hedgehog floated back behind Applejack, him, Rainbow, and Pinkie flanking the earth pony as she held her forelegs back and flew towards the Time Eater while Twilight's group followed on the outside of the tunnel.

Eggman laughed, "Really? You're going to try and stop me? I'll make apple strudel out of you!"

Applejack rolled her eyes, "Honestly…" She then glared at him, "You're goin' down!"

Eggman grinned, "Ho, ho, ho!" Suddenly, the black portal the Time Eater used earlier opened up again, though it was much larger this time and it opened up outside of the tunnel. Applejack and the others came to a stop, wondering what Eggman, his henchbots, and Discord were doing. After a moment, pieces of land from the Green Hill Zone, bits of machinery from the Metropolis, large chunks of ice from Ice Cap, and other pieces from the locations the group had gone through began to fill the area outside the tunnel, all of them drifting and floating around the Center of Time.

"Take a look!" Eggman said, grabbing everyone's attention. Suddenly, yellow drill-shaped projectiles shot out from behind the Time Eater, some flying up over it and some flying underneath it, but they all began to aim for Applejack!

"Them drill thingies are headin' right for you!" Braeburn called over the radio.

"Watch it, Applejack!" Knuckles said.

Floating back slightly, Applejack looked down at her spiky tail before looking back up and adjusting her hat as she grunted, "Let's see just what these Chaos Emeralds can do." She glanced behind her and said, "Sonic, Rainbow, gimme the hardest push ya can!"

While Applejack began to spin her tail around like a lasso, Rainbow and Sonic floated backwards for a second, the former saying, "You got it, AJ!" They then shot forward, Rainbow's wings flapping even faster than normal as she flew above Sonic, both of them going roughly the same speed. As they approached Applejack, Sonic and Rainbow thrust out their hands and hooves, respectively, both of them using their momentum to push the earth pony towards the Time Eater.

As she sailed forward, Applejack turned to her side, her tail spinning like a pinwheel in a heavy wind as she got closer to the Time Eater's projectiles. After a moment, her tail struck the first shot above her, sounding like a whip as it hit and knocked it off course, her tail still spinning as it quickly smacked the one underneath it off course as well. As she kept going forward, any of the shots that she didn't avoid (mostly the ones that came from up above or below) were smacked off course by her whip-like tail.

As she came to a stop a short distance in front of the Time Eater and Sonic, Rainbow, and Pinkie avoided the remaining shots, her tail stopped spinning as Apple Bloom cheered, "Way ta go, Applejack!"

Granny Smith called, "Stay focused, Applejack!"

Facing forward, Applejack held up her hooves as she glared up at the Time Eater. Suddenly, a portal opened up to its right and it reached both right hands through it. When they came back through, Applejack's eyes widened as she saw it was holding part of one of the Green Hill Zone's hills. As the Time Eater moved it in front of its face, Eggman taunted, "Can you avoid this, Applejack?!"

Applejack looked down at her front hooves while the Time Eater grasped the hill in all of its hands. Thumping her hooves together, she immediately felt a force emanate from them. Looking back up at the Time Eater and seeing it beginning to raise the hill up with its upper set of hands, Applejack looked behind her and called, "Pinkie!"

As soon as the word left her mouth, the pink pony suddenly appeared next to her! "Yes?" she asked while smiling.

"Ya remember that plan you kept talkin' about? The one with yer party cannon and, uh…" Applejack trailed off.

Pinkie smiled even wider as she replied, "Ooh, yeah! The one where we shoot you out of the cannon and have Spike catch with you a butterfly net before you hit a hornet's nest and get stung by a thousand angry hornets! But Spikey isn't here, Applejack! He can't save you, and why would you need saving when you're all brown and super powered and your mane is all spiky and…"

Noticing the Time Eater bringing the hill in its hands back over its head, getting ready to either swing or throw it, Applejack growled and cut Pinkie off, "Just get yer cannon out!" Ignoring the fact that she'd been interrupted, Pinkie reached into her tail and pulled the cannon out, holding it in front of her in her hooves. Applejack quickly floated over to it and slipped inside of it until only her head, part of her neck, and part of her forelegs stuck out. "All right, you know what ta do, Pinkie!" she said.

The pink pony grinned and reached into her mane, pulling out a familiar mustache. "Can I wear the mustache this time?" she eagerly asked as the Time Eater began to swing its arms forward, letting go of the hill.

Resisting the urge to groan, Applejack hurriedly said, "Sure, whatever! Just fire!" Pinkie quickly put the mustache on and pressed down on the fuse/button, firing Applejack directly up at the hill! "_Good thing she didn't check that shot,_" the hat-wearing earth pony thought to herself as, halfway up to the hill, she swung herself around so her hind hooves pointed at the hill. Everyone watched as she got closer to the hill…

As soon as her hind hooves hit the hill, it not only stopped in midair, but it began to shake as though an earthquake was rumbling through it, cracks beginning to spread across it from Applejack's point of impact and the sound of cracking filling the air. As soon as the cracking stopped, Applejack brought both her forelegs forward and thrust her hooves at the hill, smashing it into multiple pieces!

"Not bad!" Eggman said, seeming surprised at the earth pony's strengths. He then grinned, "But not good either!" As the pieces floated away from her and she could see the Time Eater clearly, Applejack was suddenly grabbed by the creature's upper right hand! Bringing its hand in front of it, it wrapped its other hands around it, essentially trapping Applejack. "Get out of that if you can!" Eggman taunted.

Glancing down at the hand wrapped around most of her body, Applejack grinned, "No problem!" Focusing some of her energy into her hooves, she placed them on top of the large thumb and fingers and began to push; with the extra energy she was using, it took her seconds to force the Time Eater's fist open. Directing some energy into her back hooves as well, she thrust all of her legs out and pushed the hands away from her, though they pushed back against her hooves, trying to close in on her again. It was taking all of her strength to hold them at bay.

"Hang in there, Applejack! We're coming!" Sonic called as he and Rainbow Dash flew towards the Time Eater, Pinkie seemingly teleporting herself to Applejack's position and starting to help her with the Time Eater's upper left arm. As they got closer, Sonic curled into a ball and Rainbow held her right foreleg back, Sonic striking the lower right arm and Rainbow punching the lower left arm, knocking those arms away. This gave Applejack the chance she needed, taking her right hoof off of the Time Eater's left hand and quickly moving out of the way as she kicked the right hand away, Pinkie knocking the left hand back by calling out her party cannon again.

A moment later, Twilight contacted Applejack, "Applejack! I just finished running a scanning spell on the Time Eater! It looks like that orb underneath it is its core!" Applejack looked down; sure enough, underneath the beast was a pink orb she hadn't noticed before.

She grinned, "Well, all right, then! Ah'm on it!" She flew down as the Time Eater was beginning to recover and, as she floated in front of the orb, brought her front hooves close together at her side, forming a "C" shape with them. She began to focus energy between them, an orange apple made up of energy forming between her hooves and her necklace glowing as she focused more energy out of her hooves. Once she had gathered enough energy, she launched the orange apple towards the Time Eater's core, the apple bursting upon contact, spreading its energy across the orb's surface. Moving quickly, Applejack swung around and bucked the orb with all her might, pushing the Time Eater backwards and cracking the orb a bit!

"Yeah, that's how you do it!" Babs cheered.

"Nice goin', AJ!" Big Macintosh said.

Applejack swung back around and pumped her hoof as she grinned, "Yee-haw! That's how we do it down on the farm, Eggman!"

Eggman, Orbot, and Cubot managed to get the Time Eater righted a moment later. Eggman then looked down at Applejack and smirked, "Go ahead and shoot off your smart mouth, you country hick! It'll take more than honesty to help your friends fight Discord!" He then pressed a button on his control panel and the Time Eater quickly vanished through a portal!

Applejack's face fell, "Aw, hayseeds!" She looked towards Twilight's group and called, over the magical connection, "Girls, look out for Discord!"

As they hovered outside the tunnel, Twilight, Rarity, and Fluttershy looked around, Twilight on Fluttershy's left and Rarity on her right as they all looked around, searching for the draconequus amongst the time debris. "Where is he?" Twilight muttered.

"Come out, you ruffian! We know you're out here!" Rarity called.

"Oh, you would be both correct and wrong on that, Rarity! I am out here… but I could also be in there! Or perhaps I'm not even close by at all! For all you know, I could be right behind you!" Discord chuckled. "But if you really must know," with a strange pop, the draconequus appeared a fair distance away from the group, floating amongst some ancient statues, broken highway bridge pieces, and other assorted previously seen bits that were now floating debris, "I'm right here!"

The three ponies turned to look at him, Fluttershy looking a bit nervous when she saw him. "All right, Discord, you got to have your fun with Dr. Eggman and cause more chaos, but it's time for your little 'games' to end!" Twilight yelled.

Discord looked at her with an amused expression on his face. He spoke, "I think not, Twilight Sparkle! After all, I can think of only one way to resolve this!"

Rarity asked, "Oh? And what way might that be?"

Discord held his eagle talon up, the palm flat and fingers pointing straight up. A second later, an appropriately-sized deck of cards appeared in his talon. "Why, with a game of cards, of course! How else?" he cheekily grinned.

Twilight, Fluttershy, Rarity, and everybody in the tunnel raised an eyebrow at that. Twilight asked, "Cards? That sounds… different."

Discord replied, "Well, that's where you would be wrong, Twilight Sparkle. If you thought my chocolate milk had quite a bang to it..." he smirked as he held his eagle talon up in front of him, placing his lion paw on top of the stack, "wait until you see the 'hoof' I dish out!" He started flicking the cards with his lion paw, sending them flying in the ponies' direction.

As the cards flew towards the trio, they suddenly burst into flames and started flying faster! Rarity, Fluttershy, and Twilight stared; the cards seemed to be homing in on them, and at their speed coupled with Discord's magic, it would likely be impossible to not get hit! Fluttershy gave a squeak of fear and extended her wings to their full length; as she covered her eyes with her hooves, she wrapped them around herself, Twilight, and Rarity, shielding them all. The wings were shining a brilliant white color as the cards struck them, all of them exploding upon contact.

As the smoke began to clear, Sonic's group looked on uneasily while Discord stared in curiosity. When the smoke cleared completely, they could all see Fluttershy's wings still wrapped around the trio defensively, the wings still shining white! "Whoa! Fluttershy's wings aren't even singed!" Rainbow exclaimed.

Sonic brought his radio up to his mouth and clicked it on, "Wow, Fluttershy, those are some tough wings you've got!"

Outside, the shy pegasus uncovered her eyes while softly asking, "Huh?" She looked around and saw Twilight and Rarity still next to her and her wings still wrapped around them. She relaxed them and they unfolded, going back behind her back and fluttering slightly. "Did I do that?" she wondered.

"You certainly did, darling! Your beautiful new wings protected us!" Rarity smiled.

"That must be why they're so big! You can use them like shields too!" Twilight said.

"Good job, Miss Fluttershy!" Cream cheered.

Discord spoke, drawing everyone's attention back to him, "Oh sure, go ahead and cheer! So what if Fluttershy can act as a pony shield? You're still all the way over there, and I'm all the way over here!"

Twilight grunted, "He's right." She looked at her shy friend, "Fluttershy, we need to get closer to him. I'm not asking you to block everything he throws at us, but do you think you can stay close to us so we're all together?"

The now-white pegasus thought for a moment before giving Twilight a determined look, "Actually, if it's all right with you, Twilight, I'd like a turn now."

Twilight and Rarity looked at her in surprise. "Are you sure?" Twilight asked. The shy pony nodded and began fluttering her wings, flying forward towards Discord.

The draconequus, of course, found this amusing. "Aw, so little Fluttershy's going to fight now? That's so cute!" He laughed and said, "This will be easy!"

Fluttershy's eyes widened at that, but she tried to put on a brave face. "I… I won't lose!" she said as she lifted her wings and then swung them downwards. As soon as they went down, she suddenly shot forward, a light pink aura surrounding her as she flew! Twilight and Rarity looked surprised and quickly flew to catch up to her, but as they did, they noticed she seemed to be slowing down and was having trouble maintaining her speed, flapping her wings hard to try to keep going. After a moment, though, her aura dissipated and she stopped in midair.

"Fluttershy, what's wrong?!" Twilight asked as she and Rarity flew up beside her.

"I… I don't know. I can't seem to fly like normal…" Fluttershy said worriedly.

"Aw, that's too bad, Fluttershy! You might have chaos on your side, but you're still as bad a flier as ever!" Discord mocked. As the ponies looked at him, he held up his eagle talon and snapped his fingers; a bunch of cotton candy clouds appeared above them in response, all of them rumbling. "I guess that means you girls will be the ones to feel the pain!" At his words, the clouds started raining chocolate milk and unleashed yellow lightning on the three mares.

With a squeak, Fluttershy held up her wings, the lightning striking on top of them but the electricity not discharging through them. The chocolate milk also simply flowed off of them like they were a flat surface. While Fluttershy defended her and Twilight, Rarity looked up at the pegasus' wings with a careful eye. "How strange… They look just fine to me! They're your wings, Fluttershy; why are they troubling you so?" she wondered.

Tails spoke up through the magic link to Sonic's radio, "I think I know, Rarity! It's not that there's anything wrong with Fluttershy's wings; they're just so much bigger now compared to before! They don't exactly look like an alicorn's wings, so maybe they work differently!"

Twilight looked at her pseudo wings, flicking them experimentally. They seemed to be about the size of regular pegasus wings, and they seemed to act like they were real as well. Looking back up at Fluttershy's wings, she asked, "If they don't work like that, how do they work?"

This time, Luna spoke, "Perhaps they are better suited for short bursts of speed? If her momentum from a burst of speed carries over, perhaps she can simply glide to continue advancing forward."

Rarity held a hoof to her chin, "Hmm… That may be it, Princess Luna!"

Twilight looked at Fluttershy, "What do you think, Fluttershy?"

The shy mare replied, "O-Okay, I'll try it. Thank you, Princess Luna!"

Discord called, "Yoo-hoo! Forgetting something?" The ponies faced forward again… and found a dragon's head (fake, by the look of it) floating in front of them!

Fluttershy gasped and covered her face with her hooves, raising her wings and shooting forward when she swung them down, flying straight through the head and breaking it to pieces. She was so shocked by the fake dragon's appearance that she kept her face covered with her hooves and awkwardly flapped her wings, once again losing speed. Because she wasn't looking where she was going, she ended up crashing into a large chunk of ice taken from the Ice Cap Zone. As she stuck to it, the ice began to crack and soon shattered into pieces, Fluttershy dazed and floating in the air, taking her hooves off of her face.

After Fluttershy shook her head, she opened her eyes to see a cotton candy cloud floating next to her. It soon rumbled and shot a yellow bolt of lightning at her, the bolt hitting her in the chest but not doing any damage to her, though it did push her away, the shy pegasus floating backwards due to the momentum from the bolt's push.

Twilight and Rarity flew up beside her and grabbed her to stop her. Twilight then used her magic to blast the cotton candy cloud apart before turning to Fluttershy, both her and Rarity comforting her. "Fluttershy, it's okay! The fake dragon is gone now; you took care of it!" the pseudo-alicorn said.

Rarity nodded, "You're doing fine, darling! You just need to find a new rhythm for your lovely new wings. And we'll be here to help you with that!" Fluttershy opened her eyes and looked up at them, nodding as she felt her confidence and new power begin to surge through her.

Discord called, "Oh girls~!" The three mares looked at him; he grinned, "It's time to have some fun!" He snapped his fingers on his lion's paw hand and suddenly, holes opened up around him and what appeared to be chocolate milk balls began shooting out of them towards the trio!

Fluttershy gasped, but then put on a determined face and said, "Twilight, Rarity, follow me!" She then flapped her wings, shooting forward again with Twilight and Rarity following behind her.

As she flew, Fluttershy discovered that she could use her wings to protect herself from Discord's chocolate milk balls, using them to protect herself when she was unable to dodge as long since she couldn't move much while gliding. As she burst over one final chocolate milk ball, Twilight and Rarity holding back to avoid getting hit, the pegasus flew up right in front of Discord's face, the draconequus looking at her curiously as she glared at him. Her glare then eased off and she meekly asked, "Um, I don't suppose you would be willing to settle this with a friendly game of cards, would you, Discord?" Below and behind her, Twilight groaned in exasperation while Rarity rolled her eyes.

Discord smirked, "Ha! Starting to run on empty, Fluttershy? Here, let me give you a little juice to keep going!" He snapped his fingers on his eagle's talon and a cotton candy cloud appeared over them. It soon rumbled and fired a bolt of yellow lightning down at Fluttershy, the pegasus yelping as she backed up. Discord continued to smirk, "Aw, what's the matter? Does that not do it for you? Maybe what you need is a little… cruelty!"

Fluttershy's eyes went wide at that, remembering what Discord did to her friends previously and how he made her act. Her surprise gave way to anger as she glared at the draconequus, her necklace beginning to glow pink as pink energy began to surge into her eyes. As the glow got brighter, she said, "You… big… dumb… MEANIE!" As she spoke the last word, her necklace glowed brightly and she fired a pink beam from each of her eyes, striking Discord in the chest area and pushing him backwards!

"Whoa, Fluttershy!" Tails exclaimed after the beams subsided and Discord was sent flying.

"Don't let your guard down yet!" Espio said.

Twilight and Rarity stared in surprise while Fluttershy clasped her hooves over her mouth, more than just surprised at what she had just done. Discord managed to stop and right himself after a few seconds, also looking at Fluttershy in surprise. Fluttershy's attack left him with a pink mark where the beams had hit, but he appeared to be okay otherwise. "Goodness! I guess you didn't need any cruelty after all!" he managed to say. He quickly raised his eagle talon into the air and snapped his fingers, vanishing from sight.

Fluttershy, Twilight, and Rarity looked around for the draconequus, but they couldn't see him anywhere. While she was looking though, Fluttershy saw a familiar black portal opening up inside the time tunnel and realized what that meant. "Oh no… Look out, everypony!" she called to Sonic's group, hoping her voice would make it to Sonic's radio.

Fortunately, her voice did carry through the radio and Sonic's group turned to see the Time Eater emerging from the portal, which quickly closed once it was all the way through. "So, you decided not to run and instead you're back for round two instead, huh Egghead?!" Rainbow grinned once the Time Eater was floating in front of the group.

"Bah! I wasn't running away! I was merely performing a strategic retreat to get my battle plan in order! Not that someone who prefers to 'wing it' would understand something like that!" Eggman answered.

Orbot turned to Cubot and asked, "Isn't a 'strategic retreat' just a fancy way of saying 'running away'?"

Cubot, his voice chip still stuck on 'mobster', said, "I don't know! He runs away all the time! Wouldn't be a surprise if he tries to snap a fancy name on it, ya know?"

Eggman leaned over the front of his Eggmobile and glared down at them, "Shut up, you idiots! You two hardly do any work as it is; obviously you wouldn't understand either!"

Cubot said, "Yo, quit bustin' our batteries over here! Sonic's already pointed out you ain't done a lotta work lately either!"

Eggman retorted, "Well, I've certainly done more than you two have since I put you two to work in the first place!" Standing back up, he took his seat and said, "And now I'm going put the drain on Sonic and the Element Bearers' energy and put them to work for the rest of their lives!"

Rainbow glared, "Come on, fat man! I'd like to see you try it!"

Sonic grinned, "Yeah! 'Cause next up is a pony who never runs out of energy, even without the Chaos Emeralds!"

Applejack smirked at him, "Ah see where you're goin', Sugar-hog." She looked at Pinkie Pie and asked, "Pinkie, would you care ta do the honors?"

The earth pony looked at her and gasped, "You mean I get to go?!" Applejack nodded, causing Pinkie to squeal, "Eee! It's my turn now! It's my turn now!"

As Pinkie turned and flew towards the Time Eater, Rainbow groaned as she threw her hooves up, "Oh, come on!"

Eggman grunted, "Ugh… you?! Fine! I'll crush you and all of your laughter!"

Pinkie grinned, "I don't think so, meanie pants! Let's go, Eggy! It's time to party, Pinkie Pie Style!"

Eggman growled, "Your partying won't save you this time, Pinkie Pie!" He began typing on his Eggmobile's console; after a moment, the Time Eater fired its yellow projectiles out of its back.

"That looks like a homing shot!" Vector exclaimed.

"Be careful, Pinkie!" Derpy cried.

Pinkie cheered, "Whoo-hoo! Catch me if you can!" Despite her saying that, she remained floating in place as the yellow projectiles homed in on her.

Applejack called, "Pinkie, what are ya doin'? Get outta the…" She stopped in mid-sentence when, just as one of the shots was about to hit her, Pinkie seemingly vanished and reappeared closer to the Time Eater in less than a second! As everyone watched, she kept disappearing and reappearing around the inside of the time tunnel, the homing shots unable to keep a lock on her for long.

"What is she doing? Where is she?" Orbot asked as the pink pony vanished again.

"She's over there! No wait, over there! She's right here! Now she's over there again! And now over there! Oh, I just can't keep up!" Cubot exclaimed.

"I thought she was hard to handle before, but now with the Chaos Emeralds' power…" Rainbow said.

Sonic nodded, "Sure looks that way. Can't really tell if she's just teleporting or she's just crazy fast now, though."

Eggman growled, "Well, if she won't hold still long enough to get hit, I'll just have to up the ante!" He began typing on his console as the sound of the Cutie Mark Crusaders asking what ants had to do with anything was heard from Sonic's radio. After a few seconds, Eggman pressed one last button while saying, "Take THAT!"

Suddenly, a green orb of energy began to form in front of the Time Eater's face, beginning to get bigger and glow brighter. "Heads up, girls!" Sonic yelled, he, Applejack, and Rainbow scattering so as not to be in front of the Time Eater. It was a good thing they did; a second later, the orb shot a green laser directly at where they had been. It then dissipated and reappeared to the Time Eater's right side, once again firing a laser straight ahead.

This went on for a few moments before Pinkie suddenly reappeared again, right in the path of the green orb. It fired and hit her side, the laser pushing her back a ways. Sonic, Applejack, Rainbow, and the others looked at her worriedly, but a second later, Pinkie just giggled, "Hee hee hee! That tickled!"

Rainbow started, "What the…?"

Sonic smiled, "Oh yeah, that's right. We're all basically invincible now." He then called, "Hey Pinkie! Why don't you give Eggman some party favors?"

The pink pony grinned over at him, "Okie-dokie-lokie!" She then turned and shot towards the Time Eater, her hooves pointed towards it.

Eggman growled, "Argh…! Get away from me!" He pressed a button, causing the Time Eater to raise its upper right arm and swing it towards Pinkie, trying to grab her in its hand; in response, in less than a second, Pinkie came to a complete stop, pulled her party cannon out of her tail, and fired a sticky pink substance out of it at the Time Eater's arm. She fired so much of the goo that it coated the Time Eater's entire upper right arm, causing it to stop before reaching Pinkie, and got onto its lower right arm, effectively stopping it as well. "What?! What is this?!" Eggman yelled while staring at the gunk.

Pinkie gave him a bored look and shrugged, "Duh! It's the leftover batter from my 'super-sticky double-bubble bubble-gum for Gummy' cake! Sheesh…" While still holding her party cannon, she grinned and zipped down towards the Time Eater's core while it was using its left hands to try to get the batter off. While it slashed at the batter, trying to get it off, Pinkie adjusted something on her party cannon and pointed it at the core. As her necklace began to glow, she raised her right hoof and said, "Ba-ba-boom!" She slammed her hoof down on the fuse/button as the Element of Laughter reached full brightness, her party cannon firing a laser made up of confetti, streamers, and whatever else she kept in her party cannon! The laser caused the Time Eater's core to crack more as it was pushed backwards, the remaining batter flying off and its lower set of arms breaking off and falling away as black smoke seeped out.

"All right!" Charmy yelled.

"Hooray for Pinkie!" Amy cheered.

After the laser subsided, Pinkie stuffed her party cannon back in her tail and thrust all of her hooves out, saying, "Whoopee! This is fun! Aren't you having fun, Eggy-Weggy?" Looking in the Time Eater's direction, she saw that it was just floating there, its head occasionally moving, but mostly she noticed the angry look on Eggman's face. "Hey, why are you wearing a frown? Turn it upside-down!" she called.

Eggman clenched his hands into fists and yelled, "Ah, shut up! When I get back, I'll silence you permanently! And then we'll see who's wearing a frown!" He slammed his right fist down on his console, causing the black portal to open up behind the Time Eater. It quickly floated through the portal, as if it too wanted to try to get away from Pinkie.

Once the portal closed, Pinkie said, "Hey, they're gone!" Suddenly, her mane, tail, and hooves started to act up on their own, which could mean only one thing. "Ooh! Pinkie Sense tingling!" The pink pony looked out towards Twilight's group and called, "Twilight!"

Outside the time tunnel, Twilight, Fluttershy, and Rarity looked around, none of them sure why Pinkie's Pinkie Sense was going off. They soon got their answer when Discord reappeared far away from them and called, "Guess who's back~!" The three ponies looked at him. It looked like he had done something about the pink mark Fluttershy had left him, seeing as they could no longer see it. Knowing him, he probably just reached down and peeled it off like tape.

Fluttershy looked a little nervous when she saw the draconequus, but Twilight and Rarity were able to keep their determination despite Discord's sudden reappearance. "Oh, swell," the latter commented dryly.

"Oh, don't be that way, Miss Rarity! You love your gems, so I can give you all the gems you could ever hope to own and more!" Discord exclaimed, snapping his lion paw fingers. As soon as he did, gems of varying sizes, cuts, and types appeared, floating all around the ponies amongst the debris. Some were even bigger than Tom was imagined to be!

Rarity's eyes sparkled as she beheld the jewels, briefly enraptured by their beauty, but before Twilight could say anything to her, Rarity seemed to realize what Discord was plotting and shook her head to snap out of it. She then glared at the draconequus and said, "Your illusions are quite impressive, Discord, but I don't need them! A real lady will accept only the real thing!"

Rouge's voice came through over the magic link, "She's right. Good call, honey. I can't stand imitation jewelry either, no matter how fancy it tries to be!" Rarity smiled at that.

"Oh, you both wound me so! You and all of your high expectations… It's no wonder you want to join the Canterlot elite, Rarity! You're just as boring as they are!" Discord mocked.

Rarity's eyes widened, then they narrowed as she said, "Oh THAT does it!" Tilting her head down, she charged up her magic into her horn as she spoke, "Twilight, Fluttershy, stay back! It's time for a lady's touch!"

Discord's eyes widened and he gasped in mock shock, "What's this? 'Lady' Rarity is going to fight?" He then smirked, "Come on!"

Rarity smiled, "Oh, I assure you, I can pack quite the punch when I need to!" She then flew towards Discord, Twilight and Fluttershy following but staying back like she told them to.

Discord grinned, "Well, I know you can pack a KICK; you sure gave Applejack quite a boot to the face when you were all greedy. But can you pack a jolt?!" He held out his arms, summoning six cotton candy clouds, three floating on his right and three floating on his left. He then snapped his fingers; at his snaps, the clouds suddenly shot light blue lightning towards the three mares.

Rarity, her legs held back while she flew, elegantly dodging around the lightning bolts while Twilight and Fluttershy dodged them as well. As she weaved around the bolts, Rarity began to grow confident and closed her eyes, feeling like she was performing in the Best Young Flyers Competition again. Even with her eyes closed, she was still able to dodge Discord's lightning bolts. Unfortunately, she evidently wasn't paying attention to where she was going, seeing as Twilight called to her, "Rarity, look out!" The fashionista opened her eyes at that, her thoughts of gracefulness being cut short as she realized she was going to crash into part of a tree from Frog Forest!

Rarity let out a yelp and held her forelegs out in front of her, managing to plant them on the lower part of the tree and push herself under it, her hind legs flailing underneath her the whole time. Once she was under and past the tree, she came to a stop and floated in place, looking back at the tree while smoothing her mane out and Twilight and Fluttershy flew up to her. "Ooh… I am terribly sorry about that, darlings, but thank you for catching me, Twilight. I let it go to my head again, I'm afraid," the fashionista said sheepishly.

Fluttershy replied, "Oh, don't worry, Rarity. It's okay, as long as you're okay. Right, Twilight?" The pseudo-alicorn nodded in agreement. Fluttershy then suggested, "Um, I don't know if you thought of this already, Rarity, but maybe you could use your magic to help?"

Rarity held a hoof to her chin, "Hmm… I suppose I could, Fluttershy dear, but I've never been quite as magically inclined as Twilight. I'm not sure the Chaos Emeralds have really changed that."

Sonic called to her, "Your horn got longer when you transformed though, Rarity. That's gotta mean something, right?"

Trixie spoke through the magic connection, "Trixie is in agreement. Surely your magic can do more besides make you look pretty now." Rarity rolled her eyes at that comment.

A second later, the three mares turned to look at a loud quacking sound to see Discord appear closer to them, wearing his usual mischievous grin. "Want to look fancy, do you, Rarity? Well, I think I can help with that!" he said as he snapped both of his fingers, causing several Rarity-sized gems to appear above his hands. Another pair of snaps and two of the gems broke up into many smaller gems, which soon went up and shot towards Rarity when Discord pointed his hands at her, being guided by his magic.

Rarity stared hard at him and channeled her magic into her horn, focusing it on the gems flying towards her. The gems were soon surrounded by a light blue glow, the fashionista's magic grip seemingly overpowering the magic Discord was using. The draconequus tried to break her hold on them, but to no avail as Rarity, after a moment, used her magic to move about a quarter of the gems in her hold off to the side while grouping the rest of the gems together. She then used her magic on the group of gems to combine them all together and form an even bigger gem that was composed of a rainbow of colors!

Rarity smiled gleefully, "Ah-ha! It worked!"

Twilight said, "I get it! You have complete mastery over gems now, right Rarity?"

The fashionista turned to her, "And not only that…" She levitated the remaining gems over to her with her magic and pinned them along her mane, the gems, while illusions, glowing brightly when they attached to her. Rarity then felt along her mane as she said, "My hair and tail feel like fine silk! And it feels as though there's something else really special about them now…"

Before she could find out, Fluttershy squeaked, "Oh, Rarity! Discord!" The fashionista whirled around at that to see that the Spirit of Chaos was levitating three large diamonds above him.

"Oh, I see how it is! You say one thing about the gems I create, but you really mean another! I really can't stand that, Rarity! So you know what? Since you feel that way, I'll give you all the Toms you can handle!" he shouted as he sent the diamonds flying towards the three mares.

Rarity glared, "Oh, no you don't!" She levitated her rainbow gem in front of her, turning it onto its side and holding it up like a shield. The three diamonds struck it and pushed against it, but Rarity's magic remained strong as she pushed the gem back against them, slowly pushing them back while Discord answered in kind with his own magic, pushing the diamonds against Rarity's gem in a full-blown power struggle.

Eventually, Rarity managed to get close enough to Discord that, as focused on overpowering her as he was, she was able to fly up over her gem and deliver a kick to his face, pushing him backwards. While he was stunned, Rarity's horn and necklace lit up, her magic wrapping around the now-free diamonds and smashing them into smaller diamonds, the power of her necklace sending them flying at Discord in what was basically a diamond storm. Once she was out of diamonds, she sent her large rainbow gem flying at him, the gem slamming into him like a meteor and pushing him backwards!

"Nice going, diamond girl!" Rouge called.

"Yeah, way to go, sis!" Sweetie Belle cheered. Rarity smiled in satisfaction at that.

Discord reappeared some distance away from Rarity, Twilight, and Fluttershy a couple seconds later, his hands clutching his stomach where the gem hit him, Rarity's beautiful creation nowhere in sight. Looking up at Rarity, he winced, "My, that wasn't very ladylike, Rarity!"

Rarity held her head high as she replied, "A lady always gives as generously as she receives, Discord, and you've certainly helped give us quite an experience already! It's only fair that I return the favor!"

While raising his eagle talon up, Discord grunted, "Oh, boo on you!" He then snapped his fingers, instantly vanishing from sight.

While Twilight and Fluttershy looked around, Rarity sighed, "Goodness, how much longer…?" Looking in the direction of the time tunnel, she noticed a familiar vortex opening up inside of it, just ahead of Sonic's group. She gasped, "The Time Eater is coming back!"

Inside the time tunnel, Sonic, Rainbow, Applejack, and Pinkie saw the portal opening up in front of them, all of them getting ready as the Time Eater came through it. "The Doc's back for more, huh?" Applejack grunted, thumping her front hooves together.

"Yay, Eggy's back! Can we have more fun with him now?" Pinkie asked, shaking in midair with excitement.

Sonic looked at her, "Hold on, Pinkie, don't go jumping into this right away." He looked at Rainbow, "You want to take this one, Dash?"

Rainbow grinned back at him, "Duh! Of course I do! Everyone's been waiting for this moment!" She turned and flew towards the Time Eater, the fire in her mane and tail trailing behind her as she went.

Orbot saw her coming and said, "Rainbow Dash is headed our way, Boss. Might I suggest another 'strategic retreat'?"

Cubot, his head having been knocked against the back of the Eggmobile at some point, spoke in a Scottish accent, "We cannot keep fighting, Captain! She cannot take the strain!"

Eggman yelled, "Shut up, both of you!" He glared at Rainbow Dash through his screen, "You horrid ponies are more trouble than you're worth! But I won't go down so easily!"

Rainbow smirked, "Really? 'Cause I think it'll be pretty easy for me! Let's see if you can handle all the colors of Harmony!"

Eggman pressed a button on his Eggmobile's console, "I'm just getting started! Take this!" In response to his command, the Time Eater fired Homing Shots at Rainbow Dash, more than it had at any point before!

"That looks like a homing shot!" Soarin called.

"Move it, Dash, he's targeting you!" Gilda yelled.

But Rainbow didn't listen to her. Instead, she wound up her left foreleg like she was winding up a punch and, with a smirk, shot straight towards the Time Eater! As she approached the first Homing Shot, the shot coming up from below her, she swung her left front hoof at it, the hoof punch knocking the shot off-course! Not wasting a second, the pegasus spun around and swung her right front hoof into the Homing Shot above her! The rest of the shots closed in on her as she flew, but she kept spinning and swinging her hooves, doing a barrel roll as she deflected the shots and closed the gap between her and the Time Eater.

After stopping the last shot, Rainbow did one more roll and came to a stop just a short distance in front of the Time Eater, flapping her wings to remain in place. She grinned, "Did you actually think you could hit me with a move you've been spamming this whole time? Get real, Egghead!"

Eggman growled as he pressed another button, "How's this then!" Three green energy orbs appeared in front of the Time Eater shortly after he pressed the button, growing bigger and beginning to glow brighter as they grew.

Rainbow smirked, "Aren't you skipping over two, Eggman? Well, whatever; let's see if you can hit me in the middle of a Sonic Rainboom!" She flew up as the orbs fired their beams straight ahead, Sonic, Pinkie, and Applejack moving out of the way as they flew forward to join Dash. Their pegasus friend reached the top of the time tunnel as the orbs disappeared and pulled a U-turn, flying straight back down, her hooves pointing in front of her.

As she flew down, the familiar, nearly invisible aura began to form around her hooves, though it was forming much faster than ever before, bar possibly the Canterlot wedding. In less than a second, her Sonic Rainboom went off, Rainbow flying down past the Time Eater as its green orbs began to form again and weaving around the time tunnel while leaving a flaming rainbow in her wake as it fired its beams. She kept flying around and dodging the shots from the Time Eater, practically filling the part of the tube she was flying around in with a rainbow as she flew.

While looking at the rainbow trails the pegasus was leaving behind, Orbot commented, "I can't even see her anymore. How are you going to fight her when you can't even see her, Boss?"

Cubot cried, "It's no use, Captain! She has too much power!"

Eggman yelled, "I told you two to shut up! I don't need your running commentary!" Turning his attention back to Rainbow Dash, he grunted, "If you think you can outsmart me this way, you've got another thing coming, Rainbow Dash! I'll wipe you and your little fiery spectrum out in one fell swoop!" He pushed a button on his console while saying, "Burn!"

Suddenly, a large amount of pink energy began to build up in front of the Time Eater, a large sphere beginning to form. Sonic, Applejack, and Pinkie noticed it, but Rainbow didn't, considering she was still flying around to confuse Eggman. "Hey Rainbow, heads up!" Sonic yelled.

While still flying, Rainbow called, "What, what is it, Sonic? I'm kind of busy getting ready to finish off walrus chops over there, so…" She didn't get a chance to finish her sentence since the energy the Time Eater had been building up was condensed into a large beam that was fired straight ahead, dissipating all the rainbows that Rainbow had been leaving and sending the pegasus flying backwards!

Sonic and Applejack flew up and got behind Rainbow, Pinkie randomly appearing behind them as they caught the pegasus and managed to stop her in mid-flight. Sonic and Applejack grunted as they were pushed backwards by helping her stop, the former saying when they came to a complete stop, "That's what. Care to try that again?"

Rainbow glared in the Time Eater's direction, noticing all the remaining embers left behind by her destroyed rainbows. "That's it! You do NOT interrupt me in the middle of a flying session!" she growled, blasting off towards the Time Eater once she was done speaking, Applejack rolling her eyes at Rainbow's usual brashness.

Eggman grinned as he saw Rainbow coming, "Ho ho! You want some more, do you? It's no use; give up!" He pressed the button on his console again, the Time Eater once again building up pink energy in front of it.

When she was about halfway to the Time Eater, Dash came to a stop and eyed the rainbow embers again. Looking down at her right front hoof, she held it straight up, trying to channel the Chaos Energy in her body into it and direct it towards those flames. After a moment, the embers responded; they began to float towards her hoof, being absorbed into it and causing her hoof to glow with all the colors of the rainbow while her necklace began to glow red.

Once she was ready, Rainbow thrust her hoof in the direction of the Time Eater as it unleashed its beam at her again, a large rainbow-colored beam being shot from her hoof when her leg pointed straight that collided with the Time Eater's beam. Both beams pushed against each other for several seconds, each managing to move a short distance before being pushed back a few times before both beams cancelled each other out and a bright pink and rainbow-colored flash filled the tunnel!

"WHAT?!" Eggman exclaimed at this as he averted his eyes.

Not the least bit bothered by the flash, Rainbow shot forward, aiming for the Time Eater's core. As she neared it, she brought her hind legs up in front of her and, when she was right in front of it, began kicking it at blinding speed. After a few seconds of this, she started to float backwards and then suddenly thrust both of her front hooves forward at the core, causing more cracks to appear and pushing the Time Eater backwards!

"Way to go, Rainbow Dash!" Scootaloo cheered.

"Keep it up, Dash!" Spitfire called.

Rainbow grinned as she looked at the Time Eater, still floating backwards, "Ha ha! Eat righteous pony dust, Egghead!"

Eggman managed to regain control of the Time Eater a second later and growled, "Grr…! Enjoy the feeling while it lasts, Rainbow Dash! You won't have much to smile about soon!" Unsurprisingly, he then opened the black portal up behind the Time Eater and had it float into it, the creature disappearing once it was through and the portal closing afterwards.

Rainbow turned to look in the direction of Twilight's group and called, "Twilight! Be careful!"

The three mares outside the time tunnel immediately went on the defensive at that, looking around for Discord. They'd seen and heard how angry Eggman was; would Discord be that angry as well? They didn't know, but they weren't going to let the draconequus take them by surprise, angry or not.

All of a sudden, Discord called, "Yoo-hoo, ladies~!" Twilight, Rarity, and Fluttershy tensed up at that; they could hear him, but he hadn't appeared yet. Suddenly, one of the draconequus' chocolate milk balls appeared right behind the trio! Almost as soon as it appeared, it exploded, pushing all of them forward and splattering them with drops of chocolate. After a few seconds, Twilight and Fluttershy managed to right themselves and spread their wings, slowing down and stopping, their wings getting in Rarity's way and stopping her as well.

Almost immediately afterwards, Discord appeared some distance away from the mares. He grinned at them, "How did you girls like that nice warm milk, huh?"

While holding her mane between her hooves and working the chocolate milk out of it, Rarity scowled, "We didn't. We prefer being able to drink our milk rather than it blowing up on us. And this shade of brown should only be used for accents!"

Discord smirked, "Should it now? Well, I'll be sure to keep that in mind then, Rarity… and have more chocolate milk than ever before when I'm finished with all of you! It will be the perfect accent for EVERYTHING!"

Rarity glared at him, a furious expression on her face. "Ooh…! Why, you deplorable…!" she exclaimed as she lunged in his direction.

Fluttershy grabbed her from the side, wrapping her forelegs around Rarity's midsection while the fashionista kept reaching her hooves out towards Discord, her horn pulsing with her magic. "Oh, Rarity… please, calm down…" the shy pegasus pleaded, her forelegs still wrapped tightly around the squirming unicorn. Twilight looked back at the two, Rarity still struggling in Fluttershy's grip as she kept trying to calm her down to no avail.

Twilight looked back at Discord when the draconequus spoke, "Well Twilight, looks like it's all up to you again. Your friends are fighting with each other, and you're facing me all alone with power you don't know how to control…" He smirked, "Does that frighten you? You're shaking…"

The pseudo-alicorn glared at him, her mane and tail waving of their own accord, "Sorry… that's just from excitement." Discord raised an eyebrow at that. Twilight explained, "You think the rest of us just sat back and did nothing this whole time, Discord? Like you said, the Chaos Emeralds are giving us power we're not used to. This whole time, even when we haven't been fighting, we've been getting used to what we can do now. You're going to see what I can do now… and I'm excited at the idea of being able to test it all out."

Discord's smirk returned, a chuckle emanating from his mouth. "So you think you've learned it all and are ready to show it off, huh? Well then, nerd… if it's a test you want, you'll get a test!" he mocked.

As Twilight readied herself, Zecora's voice spoke to her, "You have been taught much, Twilight, but remember your focus! No noise, no sound, no din, no fuss!"

Shining called, "Twilight! Your friends all had to give it their all to attack Dr. Eggman and Discord! You have to do the same!"

Shadow spoke, "Agreed. This is no time to hold back. If you have to destroy all the debris around you to put that child in his place, do it!"

Discord overheard him and growled, "A child, am I?! Well, let me just remind you that this 'child' likes to play with big toys!" Indulging in his draconic traits, the draconequus reared his long neck back and then thrust his head forward, unleashing a large orange fireball from his mouth at the three mares! Rarity, now over her little fit over what Discord had said, stared along with Twilight and Fluttershy as it flew towards them.

Then, suddenly, Twilight's horn lit up with her magic and then, less than a second later, there was a bright magenta flash, Discord's fireball flying straight through it without hitting anything. When the flash cleared, Twilight, Rarity, and Fluttershy had vanished, but they reappeared a second later some distance away from where they had previously been, Fluttershy and Rarity looking a bit surprised but otherwise appearing to be no worse for the wear.

Twilight looked back at them, "Rarity, Fluttershy, are you both okay?"

Fluttershy was the first to respond, "Y-Yes, I-I think so, Twilight. Th-Thank you."

Twilight sighed, "Good… My magic really does feel much stronger than it briefly was when the Secretariat Comet was passing over the Changeling Kingdom. Even though we all have the Chaos Emeralds' power, I don't want to have another magic surge and this time accidentally hurt you girls."

Rarity reassured her, "Don't worry about that, Twilight. Fluttershy and I are going to be close by you while we deal with these ruffians. And should a situation arise, I think Fluttershy and I will be safe." She took her now-dry mane in her forehooves and stroked it with one hoof, saying, "My hair feels like fine silk right now, but there's something about it… It feels as though I could make it as strong as the toughest armor or as light as the most beautiful dress."

Before any of them could say anything else, Discord called, "Oh ladies~! If this is all you're going to do, then it's my turn again!" Twilight turned her head back in his direction, Fluttershy and Rarity looking as well. The draconequus raised his lion paw up and snapped his fingers; he instantly vanished and reappeared far away from where he had previously been.

As the three of them watched, Discord continued to snap his fingers, disappearing and reappearing in a different spot each time. "What is Discord doing?" Fluttershy asked.

"He's trying to confuse us… I think," Twilight muttered.

Suddenly, Discord appeared some distance behind the mares and called, "Ooh, I'm over here!" Rarity, Fluttershy, and Twilight turned around to face him, the former two nodding in Twilight's direction a moment later. The pseudo-alicorn's horn lit up at that and, a second later, they all disappeared and reappeared around Discord, surrounding him. Instead of getting nervous, or even seeming surprised, Discord simply grinned, "Ah, perfect! I don't even have to strain myself!" In a sudden sweeping motion, Discord whirled around, grabbing Rarity with his eagle talon and Fluttershy with his lion paw!

"RARITY!" Spike screamed.

Twilight charged her horn up, pointing it directly at Discord's back. "Discord, let them go!"

The draconequus grinned back at her over his shoulder, "Ooh, what are you going to do if I don't? Blast me with your magic?" Twilight finished charging her magic as she prepared to do just that, but just as she was about to release it, Discord whirled around and held Fluttershy and Rarity in front of her horn, causing her to hesitate. Discord smirked, "What's the matter, Twilight? I thought you wanted to fight for your friendship!"

Rarity and Fluttershy struggled in his grip, but neither one was in a position to attack him. Rarity soon yelled at Twilight, "Twilight, what are you waiting for?! Get him!"

Twilight looked at both her and Fluttershy, both at point-blank range in front of her, and stammered, "I… can't do it!"

Discord grinned, "Looks like your friends are in over their heads because of you again, Twilight! Some friend and leader you are!" He quickly fired a fireball at her, sending the unicorn flying while he vanished with Rarity and Fluttershy.

After being sent backwards for a few seconds, Twilight managed to hold her wings up and slow herself down, righting herself shortly afterwards. Shaking her head and holding a hoof to it, she started to think of a plan to help Rarity and Fluttershy, only to have her train of thought derailed when Spike started yelling at her, "Twilight, what are you doing?! Discord has Rarity; you've got to help her! You've got the super powers or whatever now, so use them! Go get that…"

Whatever else Spike was going to say was seemingly cut off, as all Twilight heard after that was mumbling from him. She then heard Trixie speak up, "Twilight Sparkle needs a chance to THINK, dragon, and you are not helping her in the slightest!"

Blaze then spoke, "Twilight, the Chaos Emeralds have granted you great power, but anything you've gained from them may not be permanent. Remember, it doesn't all have to be used to fight; you can use it in other ways as well and not lose it as long as you have the Chaos Emeralds' power!"

Twilight thought about that for a moment before eying the shard wings on her back. "I've got it! Blaze, that's perfect!" she exclaimed. Spreading her wings, she looked around for Discord as she prepared to fly.

The draconequus soon revealed himself, appearing far away from Twilight and still holding Fluttershy and Rarity in his hands as well as having two cotton candy clouds floating at his sides. "Oh Twilight~! I'm over here!" he called. The pseudo-alicorn turned to look at him and immediately started flying towards him. Discord grinned at this action, both of his cotton candy clouds rumbling with thunder and then shooting bolts of lightning straight at her!

Twilight saw this coming, though, and, as soon as she had heard the rumbling, she started channeling her magic into her horn. When the lightning was fired, traveling as fast as lightning normally should, she performed a short-range teleportation, reappearing past the lightning as it struck nothing. She then charged up her magic again and fired a beam at the cloud to her right, breaking it into fluffy cotton candy pieces.

Discord gasped (probably in mock shock), "Twilight! That was incredibly rude!" Twilight didn't answer him and began charging her magic again. Discord smirked and made his remaining cotton candy cloud float in front of him, positioning it in front of Fluttershy and Rarity so Twilight couldn't see them. "Go ahead, just try and do it again, Twilight!"

Twilight answered his challenge, but not in the way he expected her to. Instead of firing another beam, she used her magic to remove three shards from each of her wings and launch them at the cotton candy cloud! The left shard triplet hit the cotton candy cloud, causing it to break apart; the right triplet flew past where the cloud had been and struck Rarity. However, instead of hurting her, it grabbed her and pulled her free of Discord's eagle talon, dragging her back to Twilight!

Once they were back together, Twilight said, "Rarity, those shards are like gems! Use them!" The fashionista gave her a determined glare and nodded, turning around and taking the shards still attached to her in her magic, removing them and sending them flying at Discord, the draconequus tightening his lion paw around the shy pegasus, almost choking her.

The shards struck and were embedded in his lion paw hand, causing him to yelp in pain and release Fluttershy! Shaking his paw to remove the shards, he grabbed Fluttershy in both hands and held her up to his face, growling, "I'm not going to let YOU get away!"

While Twilight summoned her shards back to herself, Fluttershy glared and said, "Oh… yes… you… WILL!" She then extended her left wing and swung it as hard as she could, slapping Discord along the right side of his face and causing him to release his grip just enough for her to slip out!

Recovering from the surprise wing slap, Discord turned to look at her as she flapped her wings to go backwards, only for Twilight to suddenly teleport in front of him with her horn and crown glowing brightly! Without even a word, Twilight concentrated all of her magic into her horn and fired a large, powerful beam at Discord, the beam engulfing him and pushing him backwards! The beam shot across the empty space of the Center of Time before slowly dissipating, Discord screaming all the while.

"Twilight… that was…" Cadance stammered.

"That was amazing, Twilight!" Silver exclaimed.

"Indeed. Simply amazing, my student. There are no words to describe how powerful your magic is now," Celestia commented.

"SUCH DESTRUCTIVE POWER WITH SOMETHING SO ILLOGICAL… I LIKE YOU!" Omega said. Twilight's eyes went wide at that, as if her eyes weren't already wide enough at her own display of power.

She returned to normal somewhat when Sonic asked, "Where's Discord?"

Twilight looked around for a moment before saying, "I don't see him…"

Luna said, "Perhaps that blast finished him and we no longer have to worry about him."

Shadow spoke, "I don't think so."

He was proven correct a second later as Discord suddenly appeared in front of Twilight, popping out of nowhere and startling her, Rarity, and Fluttershy back a bit. "Oh my, Twilight Sparkle! I have to say, that was quite a powerful magic display! Are you going to tell me that was the 'magic of friendship'?" he questioned.

Twilight was about to say something when Rainbow butted in over the magic link, "Duh! What'd you think, huh? Even if we're not alongside her, we're able to support her and power up her magic, just like when she took down Queen Chrysalis!"

Discord chuckled, "Ah, that's right. I remember seeing that among some of the, shall we say, windows to the past that the Time Eater opened up." He then grinned, "So if you're all connected by magic, Twilight, the way Rainbow Dash says you are…"

Before Twilight could react, Discord reached over and wrapped his lion paw around her crown. "Hey, what are you doing?!" she exclaimed. Discord didn't answer her; instead, he began to channel his chaotic magic into his lion paw, his arm glowing yellow as it traveled down and into Twilight's crown. A second later, a yellow glow suddenly wrapped around the other five Element Bearers' necklaces and, in a flash, their necklaces vanished!

The five necklaces reappeared at Discord's sides with a flash, all of them floating next to him. "And now…" Still gripping Twilight's crown in his lion paw, he roughly yanked it off of her head, holding it up above him triumphantly! Twilight, Rarity, and Fluttershy immediately moved towards him, trying to get the Elements back from him, but he floated backwards away from them before they could get too close. "Sorry ladies, but the good Doctor likes fine jewelry. So I'm afraid I can't just give these back," he mocked. He then held up his eagle talon, "But don't worry; I'll give you something just as good!" With that, he snapped his eagle talon fingers and disappeared from sight once again along with the Elements of Harmony.

In the time tunnel, Sonic looked confused. "_What did he just do?_" he wondered. Suddenly, he heard a loud scream and some kind of explosion behind him and turned to look. His eyes widened; Applejack's body was being controlled as if she was a puppet, Rainbow Dash's eyes were unfocused, as if she was looking at something far away, her body shaking and her hooves on the sides of her face, and Pinkie Pie was trying to get her party cannon under control as it fired wildly on its own. Taking a closer look, he noticed they were all wearing necklaces that, aside from the necklace part being gray, looked exactly like their Elements of Harmony. Judging from what he was seeing, though, they were not the corrupted forms of the real Elements; they were Discord's creation, specifically designed to mess with their heads for him.

"_Okay, THAT is low!_" Sonic growled to himself. Turning to look outside the time tunnel, he could see beams and lights in the distance, presumably coming from Twilight, Fluttershy, and Rarity. He guessed Discord had replaced their Elements and they were short-circuiting too. "_This isn't good… I've got to help them!_" Turning to look back at Applejack, Pinkie Pie, and Rainbow Dash, he grimaced, "_But how am I going to get to Twilight, Rarity, and Fluttershy if I'm trying to hang onto Rainbow, AJ, and Pinkie while they're short-circuiting? I can't just leave them here!_"

Suddenly, Sonic noticed a green glow coming from his left hand and held it up. It was coming from Chip's necklace, its gem shining brightly once again. "What's going on?" he muttered. He then remembered how, earlier, he'd heard Chip's voice and felt the power of Light Gaia backing the power of the Chaos Emeralds. Ignoring the calls coming through his radio, Sonic turned to look at Twilight's group again and muttered, "Maybe…" He held his left arm up, Chip's necklace glowing brighter in response. Sonic gritted his teeth as he focused; he hoped this would work…

After a few seconds, he saw three green glints in the distance, which were coming from the green force fields that formed around Fluttershy, Rarity, and Twilight. A closer look revealed that they had seemingly calmed down thanks to the force fields, though it was likely that Discord's fake Elements of Harmony were still trying to mess with them. "Yes! Just as I thought!" Sonic grinned. As the three mares began to gravitate towards the time tunnel, Sonic turned to the other three mares and did the same with them, Pinkie, Applejack, and Rainbow freezing and the craziness caused by their new necklaces being brought under control as the force fields formed around them and they floated towards Sonic.

Once both mare trios were floating near Sonic, their force fields vanished and the fake Elements of Harmony were unrestrained again. Before their full effects could return, however, Sonic grabbed all six mares in his arms and turned, flying towards a piece of debris that used to be part of a city street, slamming into it with his feet when it was at a vertical angle to him and righting it to a more horizontal angle. He then set the mares down a bit hard to make sure they didn't start short-circuiting again and quickly yanked the fake Element of Magic off of Twilight, crushing it to bits in his left hand. He then looked at her and grabbed her by the shoulders, shaking her as he said, "Quick Twilight, cast a spell! A force field, a dispelling spell, I don't care! Just get rid of whatever Discord did!" Though she was dazed from the effects of the crown and having it removed so quickly, Twilight heard what he said and channeled her magic into her horn before she could lose focus, readying a spell. A bright magenta flash erupted from it a few moments later, obscuring everyone's view of what was happening.

When the flash faded, Sonic opened his eyes and looked at the girls. He wasn't sure what spell Twilight had used, but the other girls' necklaces were nowhere to be seen and it seemed as though any lingering presence of Discord's magic had been erased. As for the Main Six, including Twilight, they were all looking around in slight confusion, as if they weren't entirely sure what they had been doing. It was likely those fake Elements hadn't been exerting any mind control or brainwashing on them.

Princess Celestia's voice broke the silence, "Is everypony all right?"

Applejack, while eying her fellow Elements, replied, "Ah think so, Princess Celestia… But what just happened ta us?"

Celestia answered, "I'm not sure… But when Discord stole your Elements and vanished, those fake Elements he created must have been intended to exhaust you all so you would be too weak to defend yourselves. Thankfully, Sonic was able to help you before that happened."

Rainbow groaned, "How did he manage to take our Elements anyway? We were wearing them this time!"

Twilight looked at her, "I don't think the Elements are safe from Discord on their own, Rainbow, especially when they're not in that tower. Because of that, he was somehow able to use the connection between our Elements to teleport them all away from us."

Sonic held his left wrist in his right hand, looking down at Chip's necklace as he commented, "Guess that guy's got a mind more like a steel trap than I gave him credit for."

He straightened up at the sound of the draconequus' voice, "Hah! That's a mistake everypony makes!" Sonic whirled around while the girls looked to see Discord and the Time Eater emerging from the black portal up ahead, the six Elements floating above Discord's eagle talon. With a snap of his fingers, the Elements floated over to the Time Eater, now hovering above the top of it.

"The Elements of Harmony!" Twilight exclaimed.

Eggman grinned, "Excellent, Discord! Without these trinkets, Celestia's ace-in-the-hole is useless now!"

Fluttershy murmured, "A-Ace-in-the-hole?"

Twilight demanded, "What are you going to do with the Elements of Harmony, Dr. Eggman?!"

Eggman simply replied, "Fret not, Twilight Sparkle. These silly things won't help me achieve world conquest, but as long as you and your friends don't have them, you can't use them against me and Discord!"

Rainbow asked, "What are you talking about?"

Eggman explained, "The Elements of Harmony are very closely connected to their Bearers, i.e., you six. They need to be in your possession in order to be used, and in order to use them, you all have to willingly come together and activate them. Even if I were to put you six into robots and make you obey my every command, you'd still need to use them yourselves; I wouldn't be able to force you to. Therefore, they're useless to me as a weapon."

Rarity questioned, "Then what do you plan to do with them? Surely you're not going to give them to that ruffian, Discord!"

Eggman replied, "Discord gave them to me as a gift! Giving them back to him would be just rude; I would be saying that I don't like his gift! I'm sure I'll find a use for them. Perhaps I could use them as part of a wrestling costume?" Sonic facepalmed and dragged his hand down his face at that, muttering something under his breath.

Discord heard his mumbling and teleported over in front of the chunk he and the Main Six were standing on. He grinned, "What's the matter, Sonic? Can't you just see the possibilities of that idea?" He held up his arms in a philosophical pose, "With the Elements of Harmony adorning his costume, Dr. Eggman will become the newest superstar of the wrestling world! But the world won't know it's their glorious leader! They'll only know him as 'El Gran Gordo'!"

Sonic put on a deadpan expression; he COULD just see that. Pinkie Pie, meanwhile, grinned, "Oh boy, that sounds exciting! When is El Gran Gordo's next match?! We've totally gotta go see him! It'll be so loud and exciting and flashy and…" She was cut off when Sonic reached out with his left arm and clamped his hand over her mouth, reducing her babbling to mumbling.

Rainbow Dash glared up at Discord, "That is SO not happening, Discord! Both you and Eggman are going down right now!" Before the draconequus could blink, the pegasus shot up at him and delivered a potent hoof punch to his face, knocking him backwards into a stalagmite! She was about to fly after him and attack again, but her wings suddenly wilted and she began to drop down. "Whoa… What the…?" she groaned as she descended.

Fortunately, she came down close enough to the ledge that Sonic was able to catch her and set her down. "What's wrong, Dash?" he asked.

"I don't know… I punched Discord in his face and now I feel really tired for some reason," she said.

Applejack floated a couple inches off the ground and grinned, "C'mon, Dash! You wanted ta pop that spirit yerself! Don't tell me Ah gotta do it for ya!" Rainbow shook her head at that and spread her wings. She tried to take off, but she couldn't flap them fast enough to get off the ground. Applejack raised an eyebrow in concern.

The earth pony looked over at Twilight when the pseudo-alicorn asked, "Hey… why are my wings starting to fade?" Looking at the shard wings on her back, Applejack saw that they did seem to be slowly winking in and out of existence.

The earth pony set down on the ground seconds afterwards, suddenly unable to hold herself up anymore. "Hoo-whee… Ah'm startin' ta feel it too…" she said.

Discord grinned at them from the stalagmite he was watching from and laughed, "Ha! Sounds like you girls are thirsty! Maybe you need to refill your tanks!"

Twilight looked at him and asked, "What are you talking about?"

Discord simply smirked, "Oh, so now you want to know all about my chaos, do you, Twilight? Well, too bad; if you need your precious Elements of Harmony so bad to balance out the chaos Sonic has given you, then I'm not helping you!" He then snapped his lion paw fingers and vanished from their sight.

Rainbow asked, "What the hay was he talking about?"

Tails spoke up from the radio, "I think I know what he meant, guys!"

Sonic pulled out his radio and clicked it on, "What is it, Tails?"

Tails responded, "Based on what Discord said, I think he was referring to how the power of the Chaos Emeralds is only temporary when they're all used together! You've all been giving off their energy since you transformed, and Twilight, Fluttershy, Applejack, Rainbow Dash, Pinkie Pie, and Rarity have been using a lot of it while they've been fighting, yet they've all been able to manage it as well as you can, Sonic!"

Applejack asked, "What do ya mean, Sugarcube?"

Tails answered, "Keeping Chaos energy under control is not an easy thing to do! Sonic's first transformation was spontaneous, and he was able to remain Super Sonic just long enough to stop Eggman! The same thing happened with Shadow the first time he transformed into Super Shadow; he even said he had trouble maintaining his Super form! Based on what I'm hearing, it sounds like that's happening to you girls now! The fact that it didn't come up earlier means the Elements of Harmony must've been helping you somehow!"

Sonic asked, "So when Discord took their Elements and replaced them with those knockoffs, they ended up using a lot of energy while they were being messed with because they couldn't control it?"

Tails replied, "I think so! The Elements of Harmony must've been acting like Shadow's Inhibitor Rings this entire time! Now that Discord took them from their Bearers, it's harder for them to control the energy and they're tiring out because they're running out of Chaos energy!"

Rarity gasped dramatically, "My goodness, is that true?! What are we going to do?!"

Sonic slid his radio back into his quills and looked at the girls and said, "I think it's pretty clear what you girls are going to do. You're going to stay here and try to conserve the Chaos energy you still have!"

Twilight asked, "You mean you can't share some of yours with us?"

Sonic replied, "I could, but even though I've been hanging back all this time, I've still been using it. I don't know how much I can share and still maintain my Super form, especially if any of you change back!"

Applejack asked, "Then what are ya gonna do, Sugar-hog?"

Sonic replied, "You girls are going to need your Elements to stop Discord anyway, and if you have them back, you should be able to control your Chaos energy better like Tails said." He jerked his right thumb back over his shoulder in the Time Eater's direction, "So I'm going to go pay the Doc a visit and get them back for you." He then turned around and ran past Rainbow Dash, leaping off over the edge of the street chunk. As he started to fly away, he called back, "Just sit tight! I'll be back soon!"

Rainbow called after him, "Hey, wait!" But Sonic kept going, his face hardened with determination. He was going to help his friends and had no intention of stopping until he did.

Rainbow turned to look at Fluttershy as she whimpered, "My wings… they're starting to molt…" Sure enough, some of the smaller feathers on her larger wings were starting to fall out.

Rarity began to check her mane and coat frantically, asking, "Is something happening to me too? Am I losing my resplendence?!"

Pinkie Pie giggled, bouncing in place and seeming like her usual self. After a few seconds, though, she stopped bouncing and yawned. "Ooh, I feel kinda sleepy…" she murmured, laying down on her belly and tucking her hooves under her.

Twilight sighed as she lowered herself to the ground as well and cast a small spell to make sure the street chunk they were on didn't flip over and knock them off. "Sorry Rainbow, but I don't think there's much we can do right now. Sonic's come through for us before; I hate to say it, but all we can do right now is wait for him to return."

Up ahead, Discord and Eggman noticed Super Sonic flying towards them, the latter grinning, "Ah! He's finally stepping forward, just as I thought he would! I knew that gentlemanly attitude couldn't last forever!"

Sonic came to a stop some distance away from the Time Eater and called, "Hey Eggman, Discord! Did I keep you waiting?"

Eggman called back, "It has been quite a while, hasn't it, Sonic? Feels like it's been ages since the last time we got together!"

Sonic smiled, "I gotta admit, I did miss kicking your wide behind while you were gone. It's a good punching bag substitute."

Eggman smirked, "How refreshing to know you didn't lose your obnoxious streak while I was away."

Sonic called, "Nothing's changed, Eggman! Just give back the necklaces and crown and I'll tussle with your monster for old time's sake!"

Eggman replied, "Ah, ah, ah! After your little display of letting those girls go first, I'm worried about you, Sonic! If you want to earn an audience with me, you have to prove you haven't gone soft on me!"

Beneath him, Orbot whispered to Cubot, "As if that could happen. Sonic isn't the one who procrastinates when it comes to exercising, after all."

Eggman glared down at his Eggmobile's console, "What was that?!" Discord just chuckled to himself as he floated forward, floating in front of the Time Eater as it started to float backwards.

Sonic stared at Discord, the draconequus smugly smirking back at him. He then said, "Look Discord, I'm only going to say this once. I don't want to fight you, so make it easier on both of us and just get out of the way."

Discord continued to smirk, "Sorry, no can do, spineball. Your little pony pals may have surprised me with some of the chaos they can unleash now, but that's it. It'll take more than that to scare me off!"

Sonic growled, "Why would you side with Eggman for something like this? Why can't you try being good for a change? You wouldn't be able to cause as much chaos, but you'd be giving ponies less of a reason to turn you into stone!"

Discord chuckled, "Oh, it seems we really don't have much in common, Sonic. Why would I give up some of my chaos when I could have all of it with a few changes?"

Sonic shrugged, "I don't know. Maybe you'd actually make some friends that way, or at least some people who would put up with you if could control yourself?"

Discord laughed, "Ha, not likely! Like anypony would ever want to call me their friend! It's never going to happen! The only good thing about friendship that I can see is that it allowed me to get Celestia's beloved Elements out of the way! And I have no intention of letting you get them back!"

Sonic grunted, "So that's how it's going to be, huh? Okay, Discord." He readied himself, "Hope you're paying attention, dude! I'm going to show you some REAL chaos!"

Discord grinned, "Think you're above the Spirit of Chaos, do you? Let's see how you like wearing your hair short after I trim your spines!" Sonic shot towards Discord at that, ready to fight.

As she watched Discord start to turn his magic on Sonic, Luna noticed, out of the corner of her eye, the look on Celestia's face. It was the look she got when she was in deep thought about something. She turned to look at her and asked, "Sister, what is the matter?"

Celestia's expression didn't change much as she looked over at Luna and replied, "Don't worry, Luna. I don't think there is anything wrong." Looking back towards the portal showing the battle, she added, "Just thinking of some things that it would be better to think about at a more appropriate time." Although confused, Luna gave a slight nod and turned to look back at the matter at hoof.

Back at the battle, Discord had summoned a pair of cotton candy clouds and was having them shoot lightning at Sonic. The super-powered hedgehog seemed to be held at bay by the lightning, but he soon said, "Ugh! Aside from annoy, your magic's doing diddly, dude! Haven't you figured out we're practically invincible by now?!"

Discord growled, "I was toying with those ponies earlier! You think I was actually trying to hurt them?"

Sonic grunted, "Based on what you were doing earlier? Yeah! Anyone that didn't have the right protection would've been hurt!"

Discord grinned, "And chaos is always good protection!"

Sonic replied, "So I guess for you, it's all fun and games, even when someone gets hurt!"

Discord held both of his hands in front of him, "Well, YOU might hurt after this!" He then clapped his paw and talon together several times, a different sound being heard each time.

Sonic raised an eyebrow; what did he do? A second later, he heard Pinkie call to him over the link/radio, "Twitchy tail!" Remembering what that meant, Sonic quickly looked up… and his eyes widened as he saw something falling straight towards him!

He quickly shot forward, managing to get out from under it in time. Looking back over his shoulder, he raised an eyebrow, "Ice cream?" The object that nearly fell on him was a large scoop of chocolate ice cream, the scoop falling until it vanished somewhere further down. Sonic didn't see it disappear since he faced forward and mentally shook his head, "_I don't even want to know what was in that._" He then found himself weaving around as he flew, as Discord was dropping more ice cream scoops on him, all different flavors!

Dodging around one last falling ice cream scoop (rocky road, from the look of it), Sonic shot towards Discord, saying, "Sorry I don't have time to try all 31 flavors, Discord, but Eggman's still got the Elements of Harmony and it's time he gave them up!"

Discord, seeing that there was no more room to drop any surprises on the hedgehog with as close as he was, braced himself and smirked, "Yeah? Well, you're going to have to go through me first!"

Sonic smiled, "Whatever you say, dude!" He kept flying straight towards Discord's long torso.

Seeing this, Discord grinned, "Do you actually think you can bowl over me like one of Eggman's machines? You won't get past me so easily! It'll take more than…" Before he could finish, Sonic reached his long body. As he came into contact with Discord's fur, there was a brief yellow glow… and when it cleared, Sonic was behind Discord, still heading for the Time Eater! "H-Hey, that tickles!" Discord giggled.

Sonic grinned back at him over his shoulder as he flew, "Dude, even your insides are messed up!" He then faced forward; the Time Eater wasn't far ahead.

As he saw Sonic approaching, Eggman said, "Impressive, Sonic! It looks like you still have it after all!" He then grinned and he typed in a command on his Eggmobile's console, "But it'll take more than that… to defeat us!" As he spoke, the Time Eater brought its left hand forward, charging up an attack before swinging its arm and unleashing the attack, revealing to be a Homing Shot!

"That attack will home in on you!" Mayor Mare called.

"Be careful, buddy!" Big warned. Sonic came to a stop in midair, watching as the shots came closer for a moment before curling up into a ball and shooting towards them. He hit the side of the first one and hit it, knocking it off course and bouncing to the next one. He continued this process until he was right in front of the Time Eater, looking at its core.

Suddenly, Little Strongheart called, "Look out, Sonic, it's going to grab you!" Sonic glanced to the side and saw one of its hands moving towards him like the buffalo said. He quickly shot up, avoiding both hands as they came together. Stopping when he was up in front of the Time Eater's face, he knew what he needed to do and curled up into a ball, shooting straight into the beast's growling face. He managed to bounce up after striking its face and performed another Homing Attack, striking Orbot and Cubot's cockpit and getting up to Eggman's level.

After another Homing Attack, Sonic bounced back a short distance while the Time Eater was pushed backwards. Uncurling and looking forward, Sonic noticed two glints above and in front of the Time Eater; a closer look revealed them to be the Elements of Honesty and Laughter! He was about to go retrieve them before they were lost when he noticed Chip's necklace glowing, just like before. He held up his left arm and focused on the Elements. A force field didn't form around the Elements; instead, they glinted with a green light and shot towards Sonic, who caught them both in his left hand.

"Hooray!" Cream cheered.

"Way to go, Sonic!" Silver called.

Sonic grinned as he looked at the Elements in his hand, "All right! That's two, so now- whoa!" The last part was an exclamation, as Discord suddenly appeared right in front of him and swung around, smacking Sonic with his tail. It surprised Sonic and knocked him backwards, but he held onto the Elements of Harmony tightly. Before he could recover from the hit, Discord grabbed him in his hands and held him up to his face as he flew away from the Time Eater. Sonic looked up at him, "Oh, hey there."

Discord glared down at him, "Clever trick you pulled back there. Unfortunately, since you won't behave, I'm going to have to cut you off right now."

Sonic waved his right hand in front of his nose and said, "Yeesh! What was the last thing you ate? You could use a mint!"

Discord gave him a very sneaky smirk, "You'd like a little freshness, huh? That can be arranged!" He took his eagle talon off of Sonic's shoulder and wrapped it around his left hand, around the Elements of Harmony in his grip.

"Hey, what are you -?!" Sonic exclaimed before stopping abruptly at the sight of some kind of black mist emanating from Discord's eagle talon. As he watched, it began to spread out, surrounding him before it began to thin out around him.

Discord gave Sonic a very unnerving smile, "You might have been able to resist me before, but I am the master of the unexpected. Chaos is my nature, and no matter what you say about the energy within you, it's still chaos. I have a feeling you'll warm up to my view of things very soon." Sonic gritted his teeth at that, glaring at Discord for a moment before he noticed a translucent, orange-red aura beginning to surround him and turned his head to the side to look at it. Discord's eyes sparkled at this, "Oh! You see that? It's starting~!"

Sonic continued to stare at the aura, not hearing the calls coming through his radio due to being in deep thought. "_I've seen this somewhere before… but where?_" he wondered. As he and Discord watched, a transparent hedgehog-like body began to form around him, Discord stopping in midair when he saw this. When the body finished forming, Discord grinned as his magic was nearing completion… and then something suddenly shot out from Sonic's body and struck Discord in the face! The draconequus was so surprised by the sudden impact that he let go of Sonic as he reeled from the hit, the hedgehog being dragged down while whatever had attacked Discord rebounded off of him.

Tilting his head up to look, Sonic saw that Twilight was very carefully using her magic to push the street chunk that she and her friends were on towards him. They quickly moved to the sides as he got closer and flipped over, landing on his feet and skidding back a bit past them, dropping down onto one knee. Before anypony could ask what happened, something crashed down behind him, cracking the ground a bit upon landing. Sonic quickly stood up and turned around to look.

It was the transparent hedgehog body that had been forming around Sonic earlier, though now it looked solid and appeared to be in the shape of Discord's Mephiles illusion. Everyone watched as it stood up, its whole body shaking while it tried to raise its head. As they watched, it began to change. Its shoes vanished, revealing indigo blue feet with a white stripe; the rings around its legs began to glow bright yellow; the fur on its legs turned to indigo blue… As it changed before their eyes, it muttered in a dark, almost ghost-like voice, "Rage, hatred, sadness…" As it finished changing and the aura from earlier began to surround it, the hedgehog raised its head, revealing its white, empty eyes as it moaned, "Shahra…"

The ponies stared, aghast at what they were seeing, but no one was more surprised than Sonic was. He'd only taken that form once, empowered by an alternate world's source of the very emotions the hedgehog had mentioned, and now he was seeing it separate from his body. "Dark… spine?!" he gasped.

Discord popped up at the edge of the street, positioned right behind Sonic with his eagle talon gripping the street and his lion paw on his chin as he too stared at this new sight. "Hmm… not quite what I expected to happen, but that certainly makes it chaotic in its own way," he mused. He then grinned down at Sonic as he and the ponies turned their heads to look up at him, "It'll make for an amusing spectacle to see you beat yourself up over who's the better hedgehog!"

Darkspine Sonic, meanwhile, looked in the direction of Super Sonic and, after a moment, pointed in his direction and said in a loud, angry (though still ghostly) voice that caused everyone to look back at him, "YOU!" Without warning, he suddenly hovered off of the ground, his fiery aura forming a kind of shield around him, and shot towards the gold/yellow hedgehog. Just as he was about to reach him, however, he suddenly jumped over him and floated in front of Discord's face. As Discord stared at him questioningly, Darkspine Sonic swung his right arm back and then punched him right in the face! Time seemed to slow down as the punch connected and then returned to normal as he was sent spiraling away, Darkspine Sonic already moving after him!

Everyone stared in shock for a moment at what they just witnessed. "Whoa… What just happened?" Rainbow gaped.

"Who was that? Was that you, Sonic?" Twilight asked.

"Did that 'hog really come outta you?" Applejack questioned.

"You got me… but I'm gonna find out," Sonic replied. He ran to the edge of the street, remembering when he was almost there what he had and pulling a 360 spin, throwing the Elements in his left hand at the 180 point and saying, "Here, hold these!" He then jumped from the street, flying after Darkspine while Applejack and Pinkie Pie caught their necklaces, clipping them back on and immediately starting to feel a little better afterwards.

Sonic flew through the tunnel, dodging the debris that was coming in through the sides of the tunnel while keeping an eye out for his doppelganger. He soon spotted the flaming aura from Darkspine Sonic and quickly flew up behind him; he guessed his Darkspine form couldn't fly as fast as his Super Sonic form without the use of Speed Break. He flew up along the hedgehog's left side and said, "Uh, hey there, me. What's the story here?"

Without breaking flight, Darkspine held up his left arm and swung his fist at Super Sonic, forcing the gold/yellow hedgehog to stop to avoid getting hit. He then growled over his shoulder, "Don't interfere. He's mine!"

Super Sonic regained his composure and once again flew up alongside Darkspine Sonic, though he kept back a little bit as he said, "Hey, I'm the one he's got a bone to pick with! Why is he all yours?"

Darkspine replied, "Because what he did… I'm going to make him pay for what he did to Shahra!"

Super Sonic raised an eyebrow, "Shahra? What are…?" He trailed off as a realization dawned on him, "_Since I took that form based on what I was feeling for Erazor Djinn at the time, he must somehow think Discord is Erazor Djinn. This whole thing's got to be because of Discord's magic; there's no way he could have such a huge case of mistaken identity otherwise._" He then shrugged, "You're the boss. He's all yours." Darkspine didn't respond, instead flying forward with Super Sonic following close behind.

They both soon came upon Discord and the Time Eater, the former rubbing the side of his face where he had been punched. When Discord noticed the two Sonics together, he stared in disbelief, "What the…? Why are you two together?!"

Super Sonic shrugged, "Well, apparently, I'm not the droid he's looking for!"

Discord growled, "That's not what I meant! Why aren't you two trying to destroy each other?! Why did he split off from you rather than turn you into him?! What did you do?!"

Super Sonic replied, "Hey, you're the one who called him up! I didn't do anything!"

Discord grunted, "Well, if that didn't work, I suppose I'll have to try something else! But first…" He snapped his eagle talon fingers, causing several holes to open up behind him and fire chocolate milk balls at the two hedgehogs. They came at them fast, but both Sonics rolled, moved to the sides, ascended, and descended to avoid them and miraculously did not get hit once. At this, Discord growled, "How's this, then?!" He snapped his lion paw fingers, something beginning to form above his head in response. Both Sonics came to a stop and watched, waiting to see what he was up to.

As they watched, they saw that Discord was creating a giant scoop of chocolate ice cream over his head, far bigger than any of the ones he tried to drop on Super Sonic earlier. Once it was at its full size, close to the size of a large meteorite, Discord swung his lion arm down, sending it plummeting towards the two Sonics! Super Sonic braced himself, ready to stop it with all his strength, but Darkspine didn't do the same. Instead, with a shout and a sudden burst of speed, he shot towards the ice cream, colliding with it head-on and pushing back against it with his hands.

After a few seconds of pushing, Darkspine let out a loud shout and swung his legs up in front of the now greatly slowed down scoop of ice cream. He then started kicking it with his left foot so fast it was nearly impossible to keep track of all the kicks he landed. After about two seconds of this, he raised his left foot and performed a downward kick, sending the ice cream crashing down on Discord instead!

Super Sonic grinned when he saw Discord splattered with the ice cream, "Hey, Discord a la mode!" He then flew towards the Time Eater, but before he could get far, Discord's lion paw reached out and grabbed him by his shoes, knocking him off course and forcing him to stop. As Super Sonic tried to regain his composure, his shoes were released, only for Discord's lion paw to grab him around the middle, the draconequus holding him up to his face as the chocolate ice cream slid off of him.

"Where do you think you're going?" he hissed. Super Sonic was about to answer him when he seemed to notice something behind him and started pointing. "Oh no, I'm not falling for that trick!" Discord said. Super Sonic continued pointing, doing so more frantically now. "What? What are you pointing at?" Discord questioned mockingly. Suddenly, there was a tap on his shoulder and he finally turned around to see Darkspine Sonic right behind him… who instantly nailed him with an uppercut once he saw his face! The blow was so sudden his grip on Super Sonic lessened, allowing the yellow/gold hedgehog to slip out of his paw and fly towards the Time Eater.

Discord reached out to grab him again, but without detaching his arm, he missed and instead turned to look at Darkspine Sonic, who began pummeling his face with a barrage of fast punches. After a second, he raised his hands above his head to deliver one last blow, but Discord recovered before he could and grabbed the hedgehog in his lion paw, throwing him off. While he was off balance, Discord raised his eagle talon and touched him on the forehead with it. Darkspine immediately began to writhe in his grip as his flaming aura faded and the magic holding him together was pulled out of him. He finally slumped over in Discord's grip, letting out one last groan as he faded away completely. Discord glared in Super Sonic's direction afterwards, seeing him getting close to the Time Eater. "All right, Sonic. I'll give you this one," he growled before snapping his lion paw fingers and disappearing.

As Sonic approached the Time Eater, Eggman said, "If Discord couldn't stop you, then how about… this?!" At his words, two portals opened up at the Time Eater's sides and it reached both of its arms through them.

"It's attacking!" Spike warned.

"Be careful, Sonic!" Blaze called.

"It's a warping arm attack!" Wave exclaimed as the portals opened up above Sonic, the Time Eater's arms reaching through them. It swung its arms down, trying to grab Sonic in its hands, but he shot past them, closing in on the Time Eater.

Once he was in front of it, it recalled its arms and tried to grab him with its hands. After dodging them, he repeated the process from earlier, striking the beast in its face, then hitting Orbot and Cubot's cockpit, and then hitting Eggman's cockpit. This knocked the Time Eater back and freed the Elements of Kindness and Generosity, which Sonic called to him with Chip's necklace.

"All right!" Vector cheered when he caught both.

"Not bad," Shadow commented.

Sonic smiled as he held both Elements, one in each hand. He was about to fly off after the Time Eater, but before he could, he heard a popping sound behind him and whirled around to see Discord behind him, the draconequus having a rather sour look on his face. Noticing the spots on the Spirit's face, he said, "Whoa. Sure looks like he had some fun with you."

Discord grunted, "Yes. I still don't understand what happened."

Sonic smirked at that, "You don't understand? Dude, your chaos combined with chaos, and chaos is unpredictable on its own! Guess you should have been prepared for the chance that something unexpected might happen." He apparently struck a nerve because Discord let out a shout and lunged for him, trying to grab him. Sonic managed to avoid him and, as he flew around him back to the girls, called back over his shoulder, "Hey, you really are the master of the unexpected! I was expecting a better comeback!"

Discord curved his head around and glared at him. "You want a snappy comeback? How's this for a comeback?!" He held out both of his arms, both of them lighting up with the yellow aura of his magic. A similar colored line of aura appeared above his head and ripped the fabric of time and space in two, forming a rift that was black on the inside. And whatever was causing the blackness was moving…

Sonic looked back over his shoulder in alarm when he heard what sounded like rushing winds coming up behind him. Instead of wind, though, he saw a large mass of black mist heading for him! "What the heck is that?" he asked.

"It's the Dark Forces! Discord has summoned them!" Luna exclaimed.

As Sonic got closer to the girls, the mass broke off into smaller wisps with evil-looking eyes that sped after him. The sight caused Rarity to gasp, "The wooshie things! Sonic, don't let them get you!" Shortly afterwards, the wisps began trying to slam into Sonic, who flew faster and dodged and rolled to try to avoid getting hit. He managed to dodge the ones that came rushing at him, but a smaller one had been sneaking up behind him and, after he dodged the charge of a larger one, shot straight at him and crashed into his back! He may not have felt much, but it was enough to slow him down, giving the other wisps a chance to swarm him!

Since Twilight couldn't use a lot of her magic at the moment, Applejack and Pinkie Pie stepped up to help Sonic. As the mass began to surround his front, Applejack brought her hooves together to form a sphere and Pinkie pulled out her party cannon. Pinkie Pie fired while Applejack was forming her sphere, but just as her shot was about to hit the black mass, it suddenly jerked out of the way, pulling Sonic with it! Applejack's attack was similarly avoided as Sonic began wrestling with the mass as it tried to surround him.

After a couple of seconds of grappling with the Dark Forces, Sonic was forced down onto his back on the street chunk. The Main Six immediately moved to help him, but he grunted, "Don't touch it! I'll get it!" After a second of struggling, he kicked the mass off of him and it landed past the girls with a thump. Sonic then stood up and the girls looked at him in relief, but then they all heard a growl coming from the mass of mist and turned to look at it. As they all stared at it, they began to make out a large form within the mist. It had large hands and muscular arms, they could see long wild quills jutting out from its back, its mouth was filled with sharp teeth, and it had long fur…

As it stood up, the last of the mist fell away from its body, revealing its fur to be dark blue and its hands to be light blue. When it turned around and looked at them, they saw that the bottom part of its face was light blue and its eyes were green. They all stared at it for a moment before Sonic spoke, "Whoa. So now it's the Werehog?"

Twilight stared at the creature in surprise, "Wait, you mean that's the Werehog you mentioned?"

Applejack whistled in amazement, "Now Ah can see why ya called it that. He does look kinda like a wolf."

The Werehog began to look around curiously, as if it was confused about why it was there or felt like something was missing. It looked back at the group when Fluttershy asked, "Do you think he's… friendly?"

Sonic replied, "Maybe. I mean, I stayed pretty much the same while I was in Werehog form, but…"

Rainbow nodded, "Right. It was you changing, it was all you, and you didn't truly turn into a monster or anything. But now that it's separate from you, who knows what it'll do? It could decide…" Before she could finish, the Werehog suddenly stretched out its arms towards Sonic and closed its larger hands around Sonic's! Sonic looked down at his hands when it retracted its arms and realized his hands were empty! He looked back up at the Werehog to see it holding the Elements in its hands, looking between them. "Hey!" Rainbow Dash exclaimed, but before anyone could move, it extended its arms again, its left arm towards Fluttershy and the right arm to Rarity. In one swift motion, it placed their respective Elements around their necks and clipped them on before pulling its arms back.

Fluttershy looked down at her necklace and then looked up at the Werehog with a smile. "Oh, that was so sweet of you. Thank you!" she said as she fluttered to his left side and wrapped her hooves around his arm, nuzzling him. The Werehog tensed and looked at her questioningly, but he remained where he was.

"Well, yes, it was rather nice of him, but… oh! Such big hands and long nails! He should be careful with those!" Rarity commented.

"Aw, don't go fussin' all over the fella. Ah'm sure he wouldn't have done that if he didn't know how to control himself," Applejack said.

Twilight, momentarily excited by what she'd seen, clapped her hooves together, "Fascinating! You were right, Sonic! He really can reach far away with his arms!"

Pinkie giggled, "Hee hee hee! They're like rubber arms, if rubber arms could get longer at any time they wished!"

Rainbow shrugged, "All right, looks like he's okay."

After Fluttershy let the Werehog go, Sonic looked at him and asked, "Hey, how are you feeling? Feeling okay?" The Werehog nodded and gave a wordless grunt in response.

"Um, I think he said yes," Fluttershy said.

Twilight looked at Sonic, "Are you going to be able to understand him?"

Sonic replied, "Oh yeah, I think we'll understand each other pretty well." He then looked at the Werehog and asked, "How do you feel about coming to help me trash Eggman and Discord?" The Werehog flexed his arms and growled, nodding.

Applejack looked at Sonic, "Excuse me for askin', Sugar-hog, but how is he supposed ta follow you? It doesn't look like he can fly like you can."

Sonic looked back over his shoulder at the debris floating around inside the time tunnel. He nodded after a moment, "That should do the trick." He turned to Rarity and pointed with his thumb, "Hey Rarity, can you use your magic to pull some of that small stuff over here?"

Rarity eyed where he was pointing carefully, seeing some rocks, chunks of oversized cookies, and large tree leaves floating through the air. Taking a moment to think about it, she finally answered, "Certainly." Her horn lit up and she focused on the distant objects, which were soon surrounded by the aura of her magic. She then started to pull them closer to the group.

Once they were close enough, Sonic said, "Okay, that's good. Just hold them there for a minute." Rarity stopped pulling and used her magic to hold them in place. Sonic turned to the Werehog and asked, "You ready?" His beast form dropped to all fours and let out a shout, baring its teeth. "That sounds like a yes to me!" Sonic said as he took off, flying down the time tunnel. The Werehog dashed to the edge and then jumped, stretching out his arms towards a nearby rock and pulling himself towards it. Once he reached the rock, he pulled himself over it and reached for a giant leaf, once again pulling towards it and repeating the process.

As they continued onward, Sonic flew up to pieces of debris and knocked them back towards the Werehog, who used them to follow Sonic deeper into the time tunnel. It wasn't long before they saw Discord up ahead, no doubt waiting for them judging by his slumped posture and crossed arms. Seeing this, Sonic stopped and turned to look at the Werehog, waiting for him to reach the last piece of debris he had knocked towards him. When he reached the end, he reached his arms out in Sonic's direction and pulled himself towards him. When the Werehog reached Sonic, he wrapped his arms around the yellow/gold hedgehog and held onto him as he shot towards Discord.

As they approached, Discord commented, "Oh, look at you, Sonic. It looks like you're taking the dog out for a stroll."

Sonic replied, "Yeah? Well, I think the 'dog' wants to play with you!"

Discord quipped, "Oh? Does he know any tricks? Can he sit up and beg? Does he like games?"

Sonic smirked, "He sure does, and here's his favorite game: catch!" While he was speaking, the Werehog loosened his grip on him and let his arms hang at his sides. When Sonic finished speaking, he held the Werehog up with both hands and, while still flying, threw him at Discord!

Discord tensed up at this and flew up, intending to get out of the way. Before he could get high enough, however, and before he got past the draconequus, the Werehog extended his arms and reached up, succeeding in grabbing the dragon part of his tail! "Hey!" Discord exclaimed in shock as he felt his tail being pulled downwards. The Werehog was stopped when his arms reached their limits and swung backwards. Sonic stopped and watched as Discord began trying to shake the Werehog off his tail. "Hey, that's my tail! Let go!" Discord yelled while swinging his tail. His swinging eventually pushed the Werehog down, at which point it used the momentum to slingshot up towards Discord, using his claws to hang onto Discord's stomach.

"You mangy mutt, get off of me!" Discord yelled while curling his lion paw into a fist and swinging it down towards the Werehog's head. The Werehog managed to lower himself down enough to avoid the hit and then swung himself around to Discord's backside, close to his wings. He then used his hands and arms to pull himself up to Discord's head, standing triumphantly atop it. Discord winced at the feeling of the spikes on the Werehog's shoes and asked, "Ugh, you wore golf shoes in this form? You really were a monster!" The Werehog growled out something, causing Discord to smirk, "What was that? I couldn't understand you with that atrocious accent of yours!" The Werehog snarled at that and raised his right hand, slamming it down on top of Discord's head. "OW! Was that really necessary?!" Discord exclaimed. The Werehog only responded by raising and slamming down his left hand, then his right hand, then the left again… He started pummeling Discord's head so fast his fists were able to hold him up in the air!

As he flew by, Sonic grinned, "Man, he's gonna wreck you good!" He then turned his attention back to the Time Eater, leaving Discord to deal with the Werehog.

As he got closer to the Time Eater, it held out its arms and started to rotate them in a circle. "Think you can dodge this?!" Eggman yelled as yellow energy began to trail behind its hands as they moved.

"Hey, that thing's making something!" Storm called.

"You'd better move it, Sonic!" Jet exclaimed as a brief flash appeared in front of the Time Eater and it stopped rotating its arms.

While moving backwards, the Time Eater thrust out its right hand, causing a yellow clock with moving hands to appear and move towards Sonic. He managed to avoid the clock by flying through the lower right corner when both hands were in the upper left corner, but as soon as he was past it, the Time Eater thrust out its left hand and released another clock at him. This time, Sonic managed to slip between the two hands moments before they sandwiched him between them. He then struck the Time Eater's face and then both of its cockpits, managing to release the Element of Loyalty from its grip and catch it. The Element of Magic wobbled in its spot, but the Time Eater managed to hang onto it.

"Oy, good going, Sonic!" Marine cheered.

"You can't relax yet!" Amy called.

"Sonic, behind you!" Tails warned. Sonic whirled around at that to find Discord towering over him, glaring down at him while clutching the Werehog in his lion paw and sporting a rather noticeable goose egg on top of his head.

Sonic grinned up at him, "Nice hat!" Discord scowled at him and snapped his eagle talon fingers while using his magic, reopening the rift he had created earlier. Once it was fully open, the Werehog was sucked out of Discord's lion paw, being broken back down into wisps as the Dark Forces were sucked back inside. Once it was fully gone, Discord snapped his fingers again to close the rift. "What, what did I say?" Sonic asked. Discord growled and lunged at him, trying to grab him. Sonic rolled out of the way and flew past him, looking back over his shoulder and saying, "Okay, I get it! You're a touchy guy! Yeesh…"

Discord turned around to look at him while placing his lion paw on top of the bump on his head. While pressing down on it, his magic causing it to sink back into his head, he growled, "Go ahead and run, hedgehog. Even you can't outrun shadows." Once his bump was fully healed, he thrust both of his hands out while using his magic, launching what appeared to be three pegasus-shaped apparitions that were shrouded in shadow in Sonic's direction.

Sonic was about halfway back to the girls when he heard something behind him and looked back over his shoulder. He saw Discord's apparitions approaching him, but as soon as he did, they suddenly split off and seemingly vanished. "Huh? Where'd they go?" Sonic wondered. He got his answer when one apparition suddenly leapt out of the side of the time tunnel and tried to attack him! Sonic managed to dodge it, but as he turned around to face it, the apparition faded away, turning into a shadow. "It turned into a shadow? How…? Wait, pegasus… It's a Shadowbolt, duh!" Sonic said.

He turned and tried to get back to the Main Six, but the Shadowbolts kept leaping from the shadows to attack him, throwing him off until the two male Shadowbolts got in his path when he wasn't going at full speed, when he was close to the girls. Their leader materialized behind him, for the moment just floating there. Suddenly, Rainbow Dash said to him over the radio, "Sonic!" He looked past the two Shadowbolts towards the chunk the Main Six were on and quickly got what Rainbow was trying to tell him.

Clutching the Element of Loyalty in his right hand, he pulled his arm back and whispered to the pegasus, "Go long!" As the Shadowbolts rushed him, he swung his arm and let go of the necklace, throwing it over the two male Shadowbolts' heads and towards the girls. While the Shadowbolts caught him in a pincer maneuver, Rainbow quickly backed up near the opposite edge of the street chunk and, when her necklace was close enough, jumped up and felt it hit her at the base of her neck. She quickly reached up and caught it with her hooves before it could fall and clipped it on as she dropped down.

Upon landing, Rainbow felt a small surge of Chaos energy and grinned, "All right, we're back in business!" Feeling the need to flaunt it, she flew up and started charging energy into her right hoof, a little bit of fire from her mane going into it as well. She then pointed her now-glowing hoof at the Shadowbolts, who were still surrounding Sonic, and shouted, "Heads up!" The pegasi looked at her when she spoke, allowing Sonic to slip out of their grip and fly off to the side. With her necklace glowing brightly, Rainbow fired a rainbow-colored beam at them, which engulfed them when it reached them!

Sonic watched as the beam shot by, the silhouettes of the Shadowbolts visible from where he was. When the beam died down, all he could see in place of the pegasi was smoke, the beam seemingly have broken them down. As he watched, though, the smoke swirled and spun around, forming a miniature vortex. He couldn't see through it, but he could make out a form within it. After a short time, the vortex vanished revealing, a hedgehog clad in gold armor and holding a golden sword in its right hand.

Sonic eyed the hedgehog carefully, examining it. "_Looks like the form Caliburn and I took when the other knights sent us their swords, but… the armor's a little darker and not as shiny, and that Excalibur's blade is just gold; it doesn't have that glow around it. Guess that makes sense; that's not really Caliburn and that hedgehog is still made up of the Shadowbolts. They must've taken that knight form due to being hit with the Element of Loyalty's power._"

He was brought out of his musings when Twilight called to him, "Sonic, what did Discord's magic do now?"

Sonic replied, "Looks like the Shadowbolts have been turned into the form I took when Caliburn's true form was revealed. Except… that sword doesn't look like the real Excalibur, and that armor looks more like the Black Knight's."

Applejack asked, "So that DEFINITELY ain't the real deal?"

Rarity chided her, "Well, of course not, Applejack! Sonic left Caliburn in Camelot, remember? Therefore, it's just an imitation."

Applejack replied, "Yeah, but the others were just copies too, yet they seemed like they were able to mimic Sonic pretty well! The fact that he can tell the difference about this one could mean somethin'!"

While watching the armor-clad hedgehog raise his sword up and examine it, Sonic spoke, "Well, this isn't a good time to be worrying about things that stand out anyway. Not while Eggman's still got the Element of Magic." Without another word, he turned and flew down the time tunnel, once again going after the Time Eater and Discord. The Excalibur Sonic lookalike turned his head as Super Sonic flew away, seemingly watching him. After a few moments, he dropped his arm to his side and started flying after him, no one spotting a mark displaying a pony's skull with a pegasus' wing attached to it underneath his cape or the crescent moon on the other side of his cape.

Rainbow Dash flew around to the back of the street chunk the girls were on and placed her hooves on it. She then started pushing it while saying, "Hang on, girls! I'm gonna get us closer so we can watch and be ready for the finale!" The other members of the Main Six sat tight at that, making sure they had a sure grip on the pavement.

When they got close enough to clearly see Discord and the Time Eater past him, Rainbow stopped pushing and they all stared in surprise at what they saw: Black Knight Sonic was attacking Super Sonic while Discord watched. Rainbow flew up and hovered above the girls and asked, "What the hay?! Why is that knight guy attacking Sonic?! I gave those Shadowbolts a big dose of loyalty; now that they're like that, shouldn't they be on his side?!"

Twilight spoke, "Actually, Rainbow, most black knights are independent; they don't often form allegiances."

Applejack looked at her, "No allegiances? So even though that guy's attackin' Sonic right now, it might not mean anythin'?"

Twilight shrugged, "Yeah, maybe. I don't know." Applejack looked back at the battle, holding a hoof to her chin in thought.

Discord floated in place with his arms crossed, highly amused as he watched a copy of Sonic finally fighting against the real deal. Super Sonic was doing fairly well at dodging Black Knight Sonic's blade, but that didn't concern Discord. That's what he wanted, actually: to see Sonic exhaust himself so that, later on, he would be tired and easy to deal with, and this copy of Sonic was certainly keeping him on his toes with different ways of using his sword.

After about a minute of Sonic's dodging and trying to communicate with his double, Discord laughed, "Yes, this is more like it! I find this chaos to be much more fun! Finally, I'm getting the chance to just sit back and watch!" Black Knight Sonic turned his head in Discord's direction after he finished speaking, causing the draconequus to straighten up. Even though he couldn't see its eyes under the helmet, he could feel them boring into him. In less than a second, the knight shot towards him, making a wide swing as it got close to him. Discord anticipated this, though, and managed to move out of the way before he was slashed. While dodging more slashes, he yelled, "Now what?!"

Sonic looked at the knight's cape and spotted the crescent moon on it, the same crescent moon as the one on Luna's cutie mark. "Looks like this knight is loyal to the night and nothing else!" he grinned.

Discord, after moving so that the Time Eater was behind him, growled, "Shadowbolts and their supposed loyalty to Nightmare Moon… Luckily, I was expecting this to happen." After dodging a downward slash from Black Knight Sonic, Discord tapped him on the head with his lion paw, causing him to wince and look down in alarm as his armor began to crumble away.

Seeing this, Super Sonic quickly flew up behind Black Knight Sonic and grabbed him by his shoulder plates. When the knight turned his head to look at him, he said, "Hey pal, I could use a little bit of your help. How'd you like to go out with a bang?" The knight seemed to consider what he said for a moment before holding his sword straight up.

Discord smirked when he saw this, "Looks like he's saying no, spikeball!"

He watched as Black Knight Sonic held the sword at his side in both hands, his armor crumbling up to his waist, and Super Sonic floated in front of him, the latter saying, "You think so? Well, I've got two words for you, 'Dizzy'." He then curled up and began spinning in midair like he was readying a Spin Dash, "Play ball!" As soon as he said that, Black Knight Sonic swung his sword sideways into Super Sonic, sending him flying towards Discord as his upper body and sword began to crumble away.

Discord was not anticipating this action and so the wind was powerfully knocked out of him when Sonic slammed into the middle of his long body. He remained where he was for a moment before Sonic shot into a Boost, pushing him back towards the Time Eater! Before Eggman could move the beast out of the way, Discord slammed into it hard and ended up splayed out over it with Sonic crouching on top of him. The impact knocked the Element of Magic loose, the crown flying straight up and towards the front of the Time Eater. Sonic quickly leapt up and grabbed it in his left hand. Not missing a beat, he took the crown in both hands and flipped in midair, calling back, "Heads up, Twilight!" He then threw it behind him and, after flipping back over, shot into a Homing Attack, shooting underneath Discord's shrinking body and striking the Time Eater's core while saying, "Here goes!"

While Sonic was attacking, Applejack stood up on her hind legs and lifted Twilight above her head with her hooves. After the pseudo-alicorn spread her wings, Applejack threw her towards her crown, her wings remaining firm enough to allow her to glide through the air. Her crown was spinning as she got close to it, but a quick, low-powered flick of her magic righted it and set it atop her head. Feeling her power floodgates come back under control, she flew towards Sonic, who had bounced back after cracking the Time Eater's core some more, and channeled her magic into her horn. A second later, her friends were all teleported to her and they all flew at Sonic's sides as they went after Discord and the Time Eater.

While Discord, who had shrunk back to his regular size, was recovering from Sonic's earlier hit and crashing into the Time Eater, Orbot looked at Cubot and smugly said, "Told you the Boss wouldn't be able to hold onto the Elements. Pay up."

Cubot, his voice chip having been knocked out of place yet again at some point earlier, handed his red-headed companion his money while complaining, "Mama mia! I'm-a never betting with-a you again!"

Rainbow grinned when she overheard this, "You hear that, Egghead? Even one of your robots was rooting for us this whole time!"

Twilight called, "It's over, Dr. Eggman and Discord! Let's just put a stop to all of this now!"

Eggman spoke, "Hmph, you ponies have proven to be quite troublesome all this time. Surprising, considering you don't look like much up close like this, but you really are quite a handful for such little ponies."

Applejack rolled her eyes, "Oh, like you'd know anythin' about bein' little."

Sonic called, "It doesn't have to end this way, Discord! You could still have your chaos and not be a jerk if you just mellowed out a little!"

Discord, now fully recovered from earlier, placed his hands on top of Orbot and Cubot's heads as he leaned out over his Eggmobile and questioned, "Let me ask you again: do you really think that I would have any fun that way? Do you think anypony in the current Equestria would actually appreciate me or my chaos aside from that bipolar nutcase, Pinkie Pie? Because I do not, and I am not pandering to her for any reason!"

Pinkie gave an indignant shout at that, but Sonic simply said, "All right, but just remember: you brought this on yourself!"

Discord leaned back and relaxed in his seat as he replied, "Pah, whatever! This game has gotten boring anyway, so I say it's time to end it!"

Eggman nodded, "Indeed! After this, there won't be enough of you fools left to fill a Petri dish!"

Rainbow asked, "What are you talking about?!"

Eggman grinned, "Oh, that's easy, my dear Rainbow! This!" He pressed a button on his console and suddenly, the ball of magma that had been circling the Time Eater throughout the whole fight suddenly vanished and reappeared inside the time tunnel, causing everyone to stop in midair at the sight of it.

"WE'LL END IT! BURN! BURN TO ASHES!" Eggman and Discord shouted at the group as the Time Eater launched the ball of magma towards them! Sonic regained his composure first and shot towards the ball, the Main Six quickly doing the same. They all slammed into the side of the ball and began pushing against it with their hands/hooves, trying to stop it. They all pushed as hard as they could, the ball seeming to lose some of its momentum…

Suddenly, Fluttershy let out a shriek and everyone looked over at her. They quickly saw the reason: her hooves were sinking into the magma! Sonic and the girls all tried to move to help her, but the same thing was happening to them! They all tried to struggle and break free, but the magma kept pulling them in, some of the girls screaming as they got close to disappearing. Within a minute, they were all pulled in completely!

Eggman stood up and triumphantly said, "YES! It's finally over! At last I can say farewell to my admirable adversary and those annoying ponies and their talk of friendship!"

Discord scratched his chin with his lion paw, "Yes, but… I can't help but think we could've tried to break them instead, after making them pay for defying my magic rather than outright destroying them. Are you even sure they'll perish in there, Doctor?"

Eggman replied, "Oh please, Discord. A quick, somewhat painless death is far more merciful and preferable to destroying minds and letting them live and actually seeing what you've done to them. And do you not know anything about magma? That kind of pressure is intense; they'll be able to survive, however briefly, until the pressure on the inside crushes them like insects! There will be no suffering involved!"

Discord crossed his arms, "I still like my way better."

Eggman retorted, "Yeah, well there's nothing for Celestia to save this way. How do you like that, cake cheeks?" There was a moment of silence; Discord wasn't sure if he was talking to him. "Ah, right. They communicated with the others over that radio that Sonic had. That's probably melted down to nothing by now. Well, no matter. They'll all soon see…"

*CRACK*

Eggman stopped in mid-sentence at that sound, both him and Discord looking around in confusion. They heard it again, and again. Orbot pointed at the ball of magma, "Um, Boss?" Discord and Eggman looked to see cracks forming on the surface of the magma, growing bigger and making that loud cracking sound as they looked at it. What was going on?

When the cracks extended from the top to the bottom and ran along the sides of the magma, bright light began to shine out of them. Seconds later, the entire ball was destroyed in an explosion that sent embers flying, surprising and temporarily blinding Eggman and Discord! When they could somewhat see again, they could see none other than Sonic and the Main Six floating where the ball had been, still Super but also seeming reenergized!

As they floated motionless (for the moment), Zecora spoke, "Chaos and Harmony are combining in a perfect fit."

Everyone helped her finish that rhyme.

"**NOW, GO FOR IT!**"

And that they did.

Eggman and Discord barely had a second to put on a look that fit their situation before Sonic and the six mares shot forward. As they flew forward, they each left a trail the color of the last Chaos Emerald they'd been holding before their transformation, looking like a rainbow as they flew together before they broke off and began assaulting the Time Eater. They flew along the creature's body, their emerald trails cutting into it and causing damage to the additions that Eggman made to it. Parts of its remaining arms were broken off, the Eggmobiles suffering considerable damage, dark cuts that began spewing smoke lining it… And through it all, Discord and Eggman were trying desperately to get the beast to listen to them and get away.

Eggman did manage to open a portal behind the Time Eater when Sonic and the Main Six backed off, but they quickly came back together again to deliver a powerful combination hit to the creature's face, forcefully sending it backwards through its portal, which remained open unlike the others it had created. It was time.

Twilight, Applejack, Rainbow, Pinkie, Rarity, and Fluttershy all came together, floating into their proper positions. Once they were all in place, they closed their eyes and began to charge the Elements of Harmony. With the power of the Chaos Emeralds coursing through them, they were charging faster than ever before. It wasn't long before Twilight was ready to open her eyes to reveal the glowing white behind them… but something else seemed to be different this time.

Sonic floated off to the side and watched silently, knowing that, in the long run, Discord was going to need this if he was ever going to learn. Suddenly he noticed Chip's necklace shining and held it up to look at it. As he looked at its jewel, he could almost see Chip's face on the inside; he knew what he was supposed to do. He flew up underneath the girls and held his left arm straight up, the shining from the jewel intensifying in response. After a moment, six lights rose up from the Elements of Harmony and floated in the air above. Sonic's ring then shot a beacon of green light up that formed a ring around the lights and caused them to glow brightly, as if they were the Elements of Harmony themselves. As they continued to glow brighter, the girls opened their eyes and Sonic flew up in front of them. They got on his sides in a triangle formation (three on each side, one above the other two) and, joined together, they all flew through the portal.

On the other side of the portal, near the end of the time tunnel, Discord and Eggman managed to get the Time Eater back under control and stop it from spinning end-over-end. After righting it, they looked forward to see the group shooting towards them, a rainbow aura surrounding them. Eggman screamed, "Gah! Stop them!"

Discord grunted, "Oh, would you relax?" He snapped his lion paw fingers and pressed a button on his Eggmobile's still-functioning console. In response, the Time Eater began throwing everything except its arms at them: lasers, homing shots, and the clocks. Though they remained on target, the seven moved around these attacks as best they could at the speed they were going, and anything they did hit, even the clocks, failed to slow them down. "What?!" Discord exclaimed at this.

Eggman growled, "I'm not giving up yet!" He commanded the Time Eater to defend itself with its arms, but just as it moved them up, Sonic and the Main Six reached their target: the Time Eater's core. They shot straight through it to the other side, the core sparking with electricity as it began to destabilize. "DISCORD!" Eggman screamed.

"All right!" the draconequus groaned as he snapped both sets of fingers. The Time Eater's core stopped sparking and some of the cracks smoothed out somewhat in response. Unnoticed by either of them, Cubot, or Orbot for the moment, the group pulled off a kind of U-turn, curving their flight path upward and arching as they turned back towards the Time Eater.

Eggman noticed them when they finished arching and started heading straight down for the Time Eater. "Guh! Now what?!" he exclaimed. The group shot straight down, Sonic flipping around so his feet were pointing down. They hit the Time Eater between the two Eggmobiles, though they were closer to Discord's. They held there… and then pushed off, rebounding away from the Time Eater and separating as they all came to a stop and floated in place some distance away from the Time Eater. Eggman uncovered his eyes and asked, "Huh? Nothing happened?"

Discord laughed, "HA! Looks like you all need to work on your aim! Care to try that one again?"

To his and Eggman's surprise, Sonic and the girls shot knowing looks at each other before looking back at them with Rainbow smirking, "No, I think we're good."

Sonic grinned, "Yeah, you guys haven't even seen the best part yet." They all then looked in the direction they had come from, Eggman, Discord, Orbot, and Cubot following their gaze.

Suddenly, there was a glint of light in the shape of a six-pronged star and a familiar rainbow, the front of it having a yellow glow instead of the usual white glow, shot into the time tunnel, heading straight for the Time Eater! Before anyone had a chance to react, the rainbow shot through the Time Eater's core, completely shattering it! "What?!" Eggman exclaimed.

Applejack grinned, "You wanted to see the power of the Elements of Harmony, Eggman? Well, you just got it!"

Twilight said, "And that's not just the Elements of Harmony. The power of the Chaos Emeralds is there too!"

While looking back at the Rainbow of Light as it suddenly began to curve upwards, going into a U-turn, Discord exclaimed, "But… But that can't be! Harmony and chaos can't mix!"

Fluttershy spoke, "Oh, but they can, Discord."

Rarity tossed her mane, "If you weren't such a ruffian who could think about somepony other than yourself, perhaps you'd know that!"

As the Rainbow of Light began to arch down towards the Time Eater, Pinkie said, "We're always learning about how chaos and harmony come together! There's no chocolate milk rain, but we still manage to find plenty of chaos of our own!"

Sonic nodded, "Dishonesty, greed, anger, cruelty, disloyalty… together they make up hopelessness and chaos, driving people apart. But honesty, loyalty, laughter, generosity, and kindness come together to form magic and harmony, soothing souls and bringing them back together. They always vary, but when the right combination of chaos and harmony come together, they form… friendship!" Sonic and the Main Six turned to each other and did a high fist/hoof bump at that.

Discord watched in fear as the Rainbow of Light began to shoot straight down at the Time Eater, following the same path the group took. "No…!" The Rainbow then struck the Time Eater dead on in its center, Discord being caught under its colors. "NOOOOOOOOO!" He screamed, already feeling the effects of the Elements of Harmony taking effect.

He wasn't the only one being affected by it; the Time Eater's body was shaking erratically as the power of the Elements of Harmony and the Chaos Emeralds shot into its body, beginning to shake it apart and break apart the remaining bits of machinery attached to it. As a bright light began to shine from within it, rays of the light flowing out as if through cracks in its body, Eggman shouted, "I hate friendship! I hate those ponies! I HATE THAT HEDGEHOG!"

And with that, a sphere of rainbow light erupted from the Time Eater's body, spreading throughout the Center of Time. Sonic and the Main Six shielded their eyes as they were enveloped by it, the light going through the earlier created portal and continuing. It enveloped everyone who had been watching and continued going, spreading to the entrance portal and beyond…

* * *

><p>It was unknown how much time had passed before Twilight opened her eyes again and looked around. She was still in her Super form, but she was now floating in white space, seemingly alone. She couldn't see anything; there was no sign of Ponyville, Canterlot, Appleloosa, the Crystal Empire… she couldn't even tell if she was in the space that Equestria occupied.<p>

Turning around and looking she finally spotted something, or rather someone: Sonic! He was still in his Super form as well, and as she watched, she saw Rainbow Dash and Applejack float into view, both of them Super as well. "Twilight, there ya are! Thank goodness. We're almost all back together," Applejack said in relief.

"Are Rarity, Pinkie, and Fluttershy here as well?" the pseudo-alicorn asked.

Sonic looked off to the side and said, "Well, there's Fluttershy and Rarity coming this way. No sign of Pinkie, though…"

Suddenly, the now-red party pony popped up behind Sonic, exclaiming, "Whee! That was fun, wasn't it?!"

Rainbow flew over to her and said, "Aw yeah, you bet it was, Pinkie!" The two bumped hooves together.

Rarity and Fluttershy reached the group and stopped in midair, Rarity saying, "I must admit, that was quite a blast."

Fluttershy nodded, "Oh yes. I had… fun? Yes, I think that's correct. And maybe I was a LITTLE scared too."

Applejack said, "Well, don't you worry, Fluttershy. We done showed that Eggman and Discord whose boss!"

Twilight smiled at that, but then her natural curiosity came back and she asked, "But… if we stopped the Time Eater, why are we back here? What's going on?" Everybody else seemed to be confused about that part too.

Sonic noticed something out of the corner of his eye down to his left and turned to look. "Hey, look," he said, the girls turning to look as well. Down below them, they saw a purplish-black cloud with a scary-looking face in the center. "It's the Time Eater, without Eggman's modifications," Sonic commented. They watched it, wondering what it was going to do.

Suddenly, a white light erupted from behind the Time Eater's cloud. As the group watched, what appeared to be bubbles began to float out from behind it, floating past them. Looking at one of the bubbles, Pinkie saw something beginning to form on its surface, color flowing into it. About a second later, she recognized what it was. "Hey, that's the Crystal Empire!" she exclaimed.

Applejack looked at another bubble and saw a town beginning to take shape on its surface. "And that there's Appleloosa!" she said a moment later.

As they all watched, every place they knew, every place they visited (except for the dark future places; they showed their locations, but their bubbles soon burst after they were released), and locations they didn't see floated past them into the white space before vanishing. One bubble caught Sonic's attention. It showed an island from his world, an island that, although he had not been back to in years, still held a spot in his memory.

"_Isn't that… Christmas Island?_" he wondered. He didn't get a chance to wonder much longer as light began to shine from the Time Eater once again, grabbing everyone's attention.

As they looked at it, the white light behind it began to emanate from inside of its body, much like when it appeared above Ponyville, but it seemed different this time. It seemed like the light was beginning to swallow it, yet as it vanished, it appeared to be spreading out from it as well. And indeed it was; once the light had enveloped the Time Eater, it began to spread out towards the group. As it reached them, Rarity, Fluttershy, and Applejack looked down and saw themselves beginning to fade away into white, vanishing from the white space.

As Rainbow and Pinkie began to fade away next, Sonic and Twilight looked over at each other. They locked eyes as the last two of their friends disappeared and the light spread to them. They began to fade away as well, but they weren't afraid. No matter where it was they were going, they had a feeling all of their friends would be waiting for them there.

As the fading spread up their bodies, Sonic raised his right hand and Twilight raised her left leg, her hoof meeting the palm of Sonic's hand. He closed his hand around it, quietly promising Twilight that she wouldn't be alone.

And then the light reached up to their heads and enveloped them all the way, both of them quietly fading away as both of their worlds were released from the white space they had been drawn into by the Time Eater's power, the white space vanishing as well as their worlds began to reset.

* * *

><p><em>Live and Learn!<em>

_Hang onto the friendship for tomorrow!_

_Live and Learn!_

_At the maximum speed of light!_

_Live and Learn!_

_Better now than never!_

_Live and Learn, friendship is magic here and now!_

Uh... heh heh. Excuse me for that. I remember seeing that on a picture of Super Sonic and Super Rainbow Dash (different style) and thought it looked cool. Felt it was appropriate for this final battle.

Anyway, I finally got it finished. If anyone's been watching my DeviantART page, you might know my life's had some ups and downs these past few weeks and, when my writing time wasn't being taken up, I was struggling with my attitude. Near the end of semester, the pressure of studying for finals cut into the time I wanted to spend writing and it wreaked havoc on how I was feeling. I didn't even open this chapter for so long, I almost felt like giving up writing. But, thankfully, I managed to find some strength inside; I got my finals done, passed my classes, and received my Bachelor's Degree. After all that was done, I found my inspiration again and resolved to not give up on this story and let it become another fan project that was abandoned partway through. I'm sorry for how long it took to get up, but I didn't want to give you all a second-rate final battle.

So here it is: the final battle. I hope you all think it's as great for you as it was in my head and when I was writing it out.

Once again, I would like to extend a warm thank you to Super-Rainbow-Dash and GeoNine for saying it was okay for me to use their Super forms for the Main Six. Many of the abilities they used here are based off of their notes and/or stories. I added a few things of my own, but I believe they remain mostly true to what their creators set for them. And of course I would like to thank my beta reader as well for helping me work out most of the dialogue during the fight. Really, thank you all.

Now... let's take a closer look at a few things in this chapter.

Some of the things said at the beginning of the chapter, particularly Eggman's rant and Sonic's response, are based off of dialogue from Issues 229 and 200 from the Archie comics.

The battle with Discord and the Time Eater uses elements from the final fight in both the 3DS and Console/PC versions of "Sonic Generations". When the Main Six are fighting, it's more based off the 3DS version, and Sonic's phase is heavily based off of the Console/PC version. Also, the order that the Main Six take their turns in is the same order that their Elements were revealed during the two-part pilot episode.

Applejack's "Apple Sphere" attack is based off of both the move Aura Sphere from the "Pokémon" series and the Hadoken attack from the "Street Fighter" games.

Fluttershy's "Super Stare" was inspired by the depiction of Super Sonic in Fleetway's "Sonic the Comic".

The batter Pinkie shoots at the Time Eater was also used to trap changelings in the first issue of the FiM comics.

I am currently referring to the last move Rarity uses against Discord as "Diamond Storm".

Here, Rainbow Dash's Super form is pretty much completely based off of how she appeared in one of Super-Rainbow-Dash's stories.

Since there wasn't a lot of information available for Super Twilight's abilities, some of the things she's shown doing here were inspired by the "Zone of the Enders" video game series.

Eggman's reference to using the Elements of Harmony as part of a wrestling costume and the name Discord gives him refer to the "Sonic X" comics, where Eggman did briefly become a wrestler named El Gran Gordo.

When Super Sonic passes through Discord, it's technically a reference to Super Sonic's first appearance in the Archie comics, but it also refers to the 360/PS3 version of "Sonic Unleashed", where Super Sonic is shown being able to pass through one of Perfect Dark Gaia's hands when he moves in to deliver the final blow.

The order that Sonic recovers the Elements of Harmony in is the reverse of the order that the Main Six were given their stories in the micro-series of the FiM comics.

Each of Sonic's alternate Super forms were created due to the interactions of Discord's illusions (or in Nightmare Moon's case, the Dark Forces) with the Chaos energy in Sonic's body and the Elements of Harmony he was holding at the time. While Darkspine Sonic and Sonic the Werehog were near-perfect copies, Excalibur Sonic was incomplete due to the lack of Caliburn and the swords of the Knights of the Round Table. That's why Excalibur Sonic is referred to as "Black Knight Sonic" here.

The appearance of the Dark Forces is a reference to the Nightmare Moon arc in the main FiM comics. Rarity called them "wooshie things" when they took her captive and were attempting to break her.

The symbol under Black Knight Sonic's cape is the same symbol the Shadowbolts had stitched on their uniforms, and the crescent moon on the other side refers to the fact that they were originally created by Nightmare Moon.

The finale of the battle is, again, inspired by both the 3DS and Console/PC versions of "Sonic Generations".

The final scene in the White Space makes three references: first to the scene in "Sonic '06" after Solaris' defeat, when Sonic and Elise see Solaris' true form before being sent back in time, the end of The Subspace Emissary in "Super Smash Bros. Brawl", when all of the areas that were taken by the Subspace Bombs are returned to normal following Tabuu's defeat, and the ending of "Genesis" in the Archie comics, when Sonic and Sally are reaching out to each other as the world fades to white.

For anyone confused about the Christmas Island reference, the Japanese manual for the original "Sonic the Hedgehog" states that game!Sonic was born on Christmas Island.

Well, that's all for now. I hope to see you all again soon!

Music:

Time Eater - www. youtube. com watch?v=l3MdJsu8dGE

No Giving Up - www. youtube. com watch?v=GoTS1Fzvoac

Time Eater Phase 1 (Applejack) - www. youtube. com watch?v=WYZFwPRlQqc

Discord Phase 1 (Fluttershy) - www. youtube. com watch?v=jDMGv3hNMes

Time Eater Phase 2 (Pinkie Pie) - www. youtube. com watch?v=FpuzYdBRV00

Discord Phase 2 (Rarity) - www. youtube. com watch?v=0eOMuLsuwQk

Time Eater Phase 3 (Rainbow Dash) - www. youtube. com watch?v=xNh-jNmKWfY

Discord Phase 3 (Twilight Sparkle) and Aftermath - www. youtube. com watch?v=iUvhbQSSSxg

Super Sonic vs. Discord and Time Eater - www. youtube. com watch?v=QXbOjsHDXoc

More Than Chaos - www. youtube. com watch?v=kRAU1CC1Y5E

Heat of the Sun - www. youtube. com watch?v=2wMn0RHM2T0

The Power of Friendship - www. youtube. com watch?v=F7kbwHIO6kM

Reset - www. youtube. com watch?v=zTcGIk-Pfnk


	18. The Best Birthday Ever

Rainbow Dash squinted and blinked her eyes, trying to clear her vision. All she could see was white… and it felt like she was hovering in the air even though her wings were closed at her sides. Her memories began to flood her mind as the white appeared to be fading… "_A monster ruined the picnic my friends and I were having… When I tried to stop it from taking my friends, it knocked me out… and then I woke up somewhere totally far from Ponyville! I met this awesome guy named Sonic whose friends were also taken by that monster, and we worked together to save our friends and we all visited familiar places and got to beat up some old bad guys! We then confronted that monster, the Time Eater… there was a huge fight, and then… then…_" Her eyes widened as she remembered what had seemingly just happened, a tear in the white opening up in front of her and pulling her through it.

As she went through the opening in the white, her hooves came into contact with grass as she was set down gently. She looked around and saw a hill, a wooden fence going along the side of it, and several trees nearby. "Where am I?" she wondered out loud. Almost as soon as she asked that question, she saw five white glows appear near her, forming a circle including her. As she watched, each of her five friends were deposited onto the grass, all of them looking a bit surprised for a moment before they looked around in confusion. Rainbow noticed that their coats and manes had returned to their usual appearances, Twilight was back to being a unicorn, Fluttershy's wings were pegasus wings again, and they were all still wearing their Elements of Harmony. Looking down at herself, she saw that she too had returned to normal and she was still wearing her Element of Loyalty necklace.

After a moment, Rainbow looked up at them and asked, "Hey, are you guys okay?"

The others looked at her and Applejack, her and Pinkie standing closest to the cyan pegasus, said, "Ah reckon so, Rainbow. But… what was all that white about?" She looked to the left, behind Rainbow, and noticed that the fence went around until it ended abruptly further down from the girls, standing in front of a patch of flat grass and a lake, and added, "And where are we? Ah'm pretty sure Ah haven't been here before…"

Twilight, who was standing across from Rainbow with Rarity and Fluttershy on her left and right respectively, looked up and murmured, "Hmm…"

Fluttershy looked over at her and asked, "Um, Twilight? Do you have any idea where we are? N-Not that there's a problem if you don't know, I'm just asking."

The lavender unicorn replied, "I can't say I know for certain, Fluttershy, but maybe…" She stopped short and her eyes widened as she remembered something. She looked at her friends and asked, "Wait, what happened to Sonic and Spike and everybody else?" Her friends' eyes widened at that and all six of them started looking around again, searching for some sign that the blue hedgehog and their friends and family were all right.

Rarity soon noticed something when she looked to her right and pointed with a hoof while saying, "Look, over there!" The other five mares all looked where she was pointing to see an empty picnic table sitting near the shade of a tree and a white glow floating directly to the, from where they were standing, right of it.

After a moment, the glow deposited a familiar blue hedgehog wearing a bracelet on his left wrist in front of the table. After shaking his head to clear the slight disorientation, Sonic looked around and quickly recognized where he was. "Hey, this is…" he started before he remembered something. Tilting his head up, he saw his present from Tails falling straight down towards him, flipping end-over-end as it came down. He raised and swung his right hand, cleanly catching the chili dog in it, holding it up to his face and giving it a sniff before taking his long-awaited second bite of it. "Mm, still warm," he commented. He then chuckled as he tossed it up in the air and caught it, "Heh, time travel does have its benefits!"

A second later, he heard Pinkie Pie call, "Sonic!" and turned to his left to look. He smiled as he saw Twilight, Fluttershy, Rarity, and Applejack quickly trotting towards him while Rainbow flew and Pinkie bounced over. Twilight reached him first, followed by Fluttershy, Pinkie, Rainbow, Rarity, and Applejack. They all smiled back at him (or in Pinkie's case, grinned at him). Before anyone could say anything, they all heard a sound coming from the picnic table and turned to see more white glows beginning to appear on the other side of and above the table.

As they watched, all of their friends, families, and rivals, save for Tails and Spike, were deposited before them, the Cutie Mark Crusaders being set down on top of the table while everyone else appeared behind it. They all looked around and at each other for a moment or two in confusion before they saw the seven standing on the other side of the table and many of them began cheering, some of the ponies also whinnying (there was also a distinctive "Eeyup" heard as the cheers began to die down). Luna managed to retain her composure and instead gave Sonic and the Element Bearers a nod along with Celestia while Shadow, Gilda, and the Babylon Rogues simply acted disinterested for their own reasons. Apple Bloom, Sweetie Belle, and Scootaloo all soon leapt towards their desired pony, giving them a hug.

Knuckles was the first to say something, "I've gotta admit, you guys made one heck of a team back there."

Jet rolled his eyes, "Eh, they were okay."

Amy, who just so happened to be standing next to him, turned and glared at him, angrily asking, "'Okay'? Are you kidding?" Before Jet could react, she slapped him in the face with the back of her right hand, sending him rolling into the nearby tree while she turned back to the group and clasped her hands together, saying, "They were all great, especially Sonic!" Wave shot the pink hedgehog a dark look that she didn't notice before moving to help Jet while Storm, remembering the last time he and Amy crossed paths alone, looked nervous before following suit.

Sonic and the Main Six, as well as some of the others, looked on in surprise at this display before Fluttershy leapt over the table to go help Jet while Rainbow and Applejack shot Rarity a look, as if daring her to comment on how cute Amy's affection for Sonic was, and Twilight and Pinkie looked over at Sonic questioningly, the blue hedgehog glancing down to the right and scratching the side of his head with his left index finger while giving a wry smirk.

After a moment, they heard Spike's voice off to their left, all of them turning to look as the baby dragon asked, "So he always returns to normal after a while? Huh. What happens to the Chaos Emeralds afterwards?" His question was directed at Tails, who was walking alongside him while looking down at him. The fox was carrying his radar in his left hand, though it was in its closed state at the moment.

"They always get split up due to all that energy coming together and being used all at once. And there's no telling where they'll turn up; they could end up in the Special Zone or anywhere in the world," Tails replied. Spike nodded, having missed most of Tails telling Twilight about the Chaos Emeralds earlier. When they got closer to the picnic table, Spike ran ahead to Twilight, leaping up to her and giving her a hug, glad to see that she was okay. This prompted Shining Armor and Cadance to move around the table and join in, Big Macintosh and Granny Smith also moving to join in on the hug Apple Bloom was giving Applejack.

When Tails reached the table, he walked over to Sonic and the two gave each other a high five with their free hands. Afterwards, as the hugging ponies and dragon began to back off and Fluttershy came back over (Wave having shooed her away after telling her Jet was fine), Sonic took another bite out of his chili dog and swallowed it before asking, "So Tails, would you say our little time crisis adventure is over now?"

At that, almost everyone looked at the two-tailed fox, who replied, "From the way things are looking here, it sure seems like it. But if we want to know for sure…" He held up his radar in both hands and flipped it open, typing something into it. After a few seconds, he said, "Hmm, according to these readings, a lot of the damage that Eggman and Discord caused with the Time Eater is healing up nicely. In Equestria, it looks like the recovery is starting in Ponyville, where the creature first appeared, and is spreading out from there. The same thing is happening here too. It'll take a little time, but all the damage should heal on its own soon."

At that, Mayor Mare smiled, "Really? That is indeed wonderful news, Tails! So it won't be long before our quaint little town and the rest of Equestria is fully restored?" Tails nodded.

Scootaloo spoke up, "You guys sure walloped Eggman and Discord way past next week! That was so amazing!"

Sweetie Belle looked at Tails and asked, "We helped, didn't we?"

The fox replied, "Uh, yeah, Sweetie Belle. Everybody helped out!"

The unicorn filly grinned, "I knew it! I knew it!" She giggled happily.

Apple Bloom, while looking at her flank, said, "We tried ta get our cutie marks in moral support before, but we didn't get anythin' that time. Maybe this time we'll get somethin'?" Babs couldn't help but chuckle lightly at her cousin's ever constant hopefulness. While Apple Bloom and Sweetie Belle's sisters and Rainbow Dash tried to calm the now-curious fillies down, the earth pony filly glanced over at Sonic, Tails, and Twilight and casually blew her mane to the side, acting calm as ever. The three of them simply shared a smile with her, Sonic taking another bite out of his chili dog a moment later.

Pinkie Pie suddenly piped up, everyone's attention shifting to her, "Silly fillies, there'll be plenty of time for cutie marks later! Right now, we need to celebrate!" She then shifted her attention to the other girls, "Instead of a picnic like the one that was ruined earlier, let's have a party instead! And everyone's invited!" At that, most of Sonic's friends began to look bothered as their eyes fell on the picnic table, the empty picnic table. Pinkie and most of the other Equestria residents quickly picked up on this, the former asking, "Hey, what's everyone looking so sad about?"

Before anyone could answer, Celestia spoke up, "Forgive me if I upset the mood further, Pinkie Pie, but our little filly friends have just reminded me of something." She looked at Sonic and asked, "What happened to Discord?"

Sonic shrugged, "He got hit with the Elements of Harmony. It doesn't look like he's around, but the Elements are supposed to do the trick against him, right?"

Celestia leveled a stern gaze at him, "I'm afraid that's not going to be enough. If the power of the Elements of Harmony was somehow offset by the power of the Chaos Emeralds, then Discord could still be out there somewhere, free. I need to see proof that he is not still free and causing chaos somewhere else."

Before anyone could say anything, they all heard a loud crashing sound coming from the other side of the nearby hill, everyone looking in its direction. Sonic and Tails shared a look before they both ran towards it, the Main Six coming up behind them. When they reached the top of the hill, Sonic and Tails looked down towards the other side, the girls looking over or around them to do the same, and they all gasped in surprise. Near the foot of the hill, Dr. Eggman, Orbot, Cubot, and a familiar draconequus were lying on the ground, one of them not moving.

Eggman groaned as he sat up, "Oh, my head… What just happened?"

Orbot and Cubot both popped out of their closed state, the latter grunting and whirring for a moment before saying, "Ah don't know, but Ah reckon it hurt a bit. Mah head feels kind of funny too."

Orbot looked at him and sighed, "It would appear your voice chip is stuck on cowboy yet again."

Eggman, not realizing where he was, began to stand up as he growled, "Ugh… great. As if Discord fiddling with his voice chip all the time wasn't bad enough. He just couldn't settle on something that wasn't annoying and permanently set him to that, no! He had to try EVERY voice setting!"

Orbot spoke, "Speaking of which, Boss, it looks like Cubot isn't the only one who's back to where he started." Eggman turned to look at him, about to yell at him since he was sure he was referring to him, but he stopped when he noticed the red-headed robot wasn't even looking at him. He followed his gaze to see Discord lying on the ground, his body turned back into stone. Looking his petrified partner over, Eggman saw that his pose resembled the one he had been locked in when he had been retrieved from the Canterlot statue garden, except his tail was pressed flat as though he'd been sitting on it, his legs stuck straight out just like his arms, and, while his head was facing forward, his eyes were looking off to the left, possibly at where Sonic and the Element Bearers had been after their attack on the Time Eater. Also, the stone encasing him appeared to be a darker shade of gray and both his arms and legs appeared to be mixed up.

"My, he just can't seem to avoid having his face freeze like that, can he? Still, those Elements do pick such fine stone to imprison him in," Orbot commented.

"Yep, and this here stone looks stronger than the old one, Ah reckon. Still, Ah'm glad the same thing didn't happen ta us," Cubot replied.

"I wouldn't have minded, especially if it would've fixed you two," Eggman grumbled as he stood up straight. He then walked over to Discord and stood at his side, placing his left arm atop the draconequus' chest/neck and leaning on him while looking at his face. He then spoke, "Well Discord, I hope you're pleased. When you agreed to our partnership, I was expecting you to bring your A-game, but instead you spent most of your time free messing around and amusing yourself. Still, you were the best choice out of all of Equestria's villains. Working with Rouge in the past has made me averse to trusting girls with any of my plans, and even if there was anything left of King Sombra, I'd never work with him because he's a psycho!"

He shuddered for a moment at the thought of what he'd learned about the former Crystal Empire king before he continued, "That's why I set you free: to help me and share in the spoils of the end results. Alas, it seems the only thing that really mattered to you was enjoying your freedom, so I hope you did, because you know what? I'm never helping you out again, you clown!" As he was speaking, he raised his right fist up and brought it down on Discord's neck as he finished. A second later, Orbot pointed and started laughing at him as he hopped in place while clutching his hand and crying, "OW! My pinky!"

Orbot's laughing abruptly stopped when a familiar pink pony popped up out of nowhere on Discord's other side, Eggman falling backwards in shock with a yelp and the others, still on the hill, looking on in confusion. "Ooh! I just heard my name! But don't be silly, Eggy; I'm not your Pinkie!" she said.

Eggman glared up at her. "How did you get back there?!" he exclaimed.

"Science… FICTION!" Pinkie grinned. Cubot looked at Orbot in confusion, the red-headed robot shrugging, also confused.

Eggman growled, "Great. I lose one clown just to get stuck with another." Pinkie just continued to grin at him. A second later, Sonic ran up behind Eggman and stood there, prompting Pinkie to wave at him. "What are you waving at?" Eggman asked. He got his answer a moment later when Sonic cleared his throat and Eggman turned his head to look back at him. "Gah! Sonic?!" he cried.

"Hey, Eggman. I don't remember seeing your name on the list of surprise party guests," the blue hedgehog replied while untying the ribbon on his chili dog, holding it between his left index finger and thumb as he raised the gift to his mouth and began taking the last bites of it.

Pinkie looked at him with wide eyes, "Did you say party?!"

Before Sonic could answer her, Eggman turned over, getting on his hands and knees and pointing at Sonic as he yelled, "You cocky little…! You think you've defeated me, but this day's not over yet! You still want a fight, Sonic?! I'll give you one right now!"

After finishing his chili dog, Sonic waved the ribbon in Eggman's direction as he smugly replied, "I think I'll take a rain check on that, Doc. It looks like some of our guests have a few complaints about your brand of entertainment that they'd like to 'discuss' with you."

Eggman looked confused by that statement until he turned his head to look up and to the left at the hill. "…Oh…" he muttered as his anger quickly evaporated at what he saw. In addition to Tails and the other five mares, he saw that everyone else was now standing at the top of the hill, all of them glaring angrily down at him, some, like Knuckles and Gilda, already making it clear that they'd have no problem tearing him a new breathing hole.

Orbot spoke up after a moment, "I believe the expression is 'discretion is the better part of valor'."

Cubot looked at him, "Meanin'…?"

Orbot replied, "As you might put it…" He grabbed Cubot's right arm with his left and suddenly shot away from the gathering, saying, "Let's get the heck outta Dodge, partner!"

Some of the group members stared in surprise at this sudden action. Taking advantage of this, Eggman stood up and ran after them, yelling, "Get back here, you cowards!"

Sonic turned his head in Eggman's direction, watching him run but deciding not to go after him. He looked back at Pinkie Pie a second later when she asked, "Is there a party going on somewhere?!"

Sonic opened his mouth to answer her, but Rainbow interrupted him before he could start with a shout, "Hey!"

Spitfire pointed a hoof, "After them! Don't let them get away!" She, Soarin, Rainbow Dash, and Gilda all spread their wings and took off, flying after Eggman and his henchbots while (mostly) everyone else turned their attention to the new Discord statue.

**A few minutes later…**

"Okay, he's almost there! You ready over there, Big Mac?" Vector asked as he stood on Discord's left side while the red stallion stood near the other side, Sonic and Espio behind the draconequus, Knuckles and Applejack in front, and Tails and Fluttershy hovering near the head as they tried to fine-tune the angle for Celestia to set him down as she held him with her magic.

"Eeyup," Big Macintosh answered, both him and Vector ready to step up in case Discord started leaning when he was set down. Pinkie was standing at the Princess' side, doing the surveying while Sonic, Applejack, Knuckles, and Espio corrected the statue from the bottom and Fluttershy and Tails corrected it from the top. It was close to touching the ground now, so they wanted to make sure it landed properly.

"Hmm… Okay, a little~ to the left with the tail and slightly to the right up above!" Pinkie called while holding her hooves up in front of her. Knuckles, Espio, and Fluttershy moved forward at that, making the adjustments. "Um… maybe just a smidge back to the right a bit now," Pinkie said when they were done, Sonic and Applejack carefully making the correction. Afterwards, Pinkie tilted her head to the side a bit before saying, "Okay, make sure he goes down like that!" At that, Tails flew a bit above Discord, almost getting his tails caught in the tree branches, and pushed down on his head to simulate the pull of gravity. Pinkie nodded, "Perfect! Okay, Princess, let 'er rip!" Celestia nodded and set Discord down, releasing her magic grip on him.

For a second, Discord seemed to sit just fine on his tail, but then a breeze blew and he started leaning towards Big Macintosh! The red stallion quickly rushed towards him and pressed his side against him, pushing as Sonic, Applejack, and Tails moved to help him. Once they stopped the leaning tower of Discord, Espio, Knuckles, and Vector moved forward to help right him again. "All right, guys, easy… not too much!" Vector called as they tried to find Discord's center of balance. After a few moments, they managed to get him under the nearby tree just enough that the branches and leaves caught his horns. They then backed away slowly, watching, but the branches and leaves overhead helped hold him up. "All right, there we go!" Vector said.

Sonic gave Big Macintosh a playful punch at his side while saying, "Pretty cool, big guy! You're one tough Apple workhorse!" Big Macintosh gave him his usual calm, quiet smile at that.

Celestia nodded, "Very well. That will do for now until we can get a proper pedestal for Discord."

Knuckles stepped away from Discord along with the others and turned to look at him. He wiped his forehead, "I know he's tall and all, but I never would've guessed a guy like him was so heavy." Applejack chuckled at that.

Luna glanced up at her sister, "Celestia, did we really need to prop him up? He would've been fine if we'd left him lying down."

Fluttershy asked, "Oh, but wouldn't it be rude to just leave him like that, Princess Luna?"

Shadow grunted, "Hmph, it doesn't matter. Either way, he's right where he belongs. He has some power, to be sure, but unless he learns how to use it properly, he does not deserve to be free. He'll have to learn his lesson if he wants to earn his freedom." The black hedgehog's words may have been harsh, but nobody wanted to argue with him, especially since he was, to some degree, correct.

Sonic looked up at Discord's face, once again frozen in a look of terror. "_He was manipulative, he tried to break ponies apart, he turned their lives upside-down when they didn't want it, he went along with Eggman's scheme, it seems like he's got a ways to go before he'll understand what it's like having friends and feelings, and Shadow's right. He does need to learn a little restraint. Even so…_" He continued to stare up at the draconequus with his arms crossed, still thinking he might be, at the very least, a halfway decent guy deep down, but disappointed that, for all the things he wanted to change, it seemed he didn't want to change himself.

Celestia noticed the look on his face and thought to herself, "_Hmm…_" She'd been quietly listening to everything that was just said, particularly what Shadow had said. The look on Sonic's face, however, reminded her of her reign when Luna was imprisoned in her beloved Moon. It was the look of someone thinking about what had been and what was going to come in the future. Looking back at Discord's statue, she began to wonder to herself, "_Maybe…_"

Before she could get too absorbed in her thoughts, Rainbow Dash, Gilda, Soarin, and Spitfire returned, Celestia and the others looking up as they landed, all of them looking tired, especially Soarin and Rainbow. Blaze stepped forward and asked, "What happened to Eggman?"

Spitfire panted, "He got away, along with his robots."

Spike and everypony looked surprised at that. "They got away?!" Twilight exclaimed.

Rainbow threw her hooves up, "I can't believe it either! He's a fat guy; how can he run so fast?!"

Sonic sighed, "Never quite figured that one out either."

Gilda stood up straight, walked over to him, and poked him in the chest with a claw, all the while saying, "Yeah? And what were YOU waiting for, an invitation?! Why didn't you try to catch him?! He's your enemy, for crying out loud!"

Sonic shrugged, "I don't know, Gilda. I just don't feel right attacking the guy when he's got nothing to defend himself with." He then lowered his arms, "Besides, given how fast you can fly, what's your excuse for not catching him?"

Gilda growled at that. She then said, "At least I'm not the one showing signs of weakness!"

Espio cleared his throat, causing Gilda and Sonic to look over at him. "To show mercy is not weak; it is a sign of true strength," the chameleon stated while he held his right index and middle fingers up near his horn. Gilda just cocked an eyebrow at this.

Suddenly, Pinkie popped up between her and Sonic, Gilda backing away quickly with a yelp while Sonic stared at the pink pony in confusion. "Super! So now can we go to this party you mentioned earlier?!" Pinkie asked while placing her hooves on Sonic's shoulders and staring into his eyes.

Rarity cleared her throat and said, "Pinkie, darling, I'm sure it was just a figure of speech, just like before."

Before Pinkie could express her disappointment, Sonic spoke, "Actually, Rarity, it wasn't." The pink earth pony perked up again at that.

Tails nodded, "Yeah, um…" He looked over at Twilight and Rainbow and asked, "Twilight, Rainbow, you remember how back when we first met at the library, I said we were having a friendly get-together when the Time Eater showed up?"

The unicorn and pegasus in question glanced at each other for a moment before they remembered and nodded, Rainbow saying, "Yeah, Twilight referred to it a friendly gathering or something. Why?"

Tails replied, "Well, it's just… what I actually meant was we were having a party for Sonic. You see… it's his birthday today."

That little tidbit of information was met with a number of wide eyes and surprised gasps, particularly from the Equestria residents. Pinkie Pie even did one of her famous floating gasps. Rainbow flew up to Sonic and asked, "Your birthday's TODAY, Sonic?! Why didn't you say something?!"

Sonic scratched his head, "Because time being messed up was a bigger thing to worry about than what day it was?"

Marine turned to Blaze and yelled, "Blaze! Why didn't you tell me Sonic's birthy-day was coming up?!"

The cat sternly replied, "I TRIED to tell you, Marine. I sent you a letter, I sent a messenger; I even personally visited you when I didn't receive an answer from you. I tried to tell you then, but you kept talking about your most recent adventure and the newest one you were setting out on and you hardly listened to me. In the end, I was left with no choice but to go without you if I wanted to make it in time for the party." Marine blushed and grinned weakly at this explanation.

Nearby, Fluttershy murmured, "Oh my goodness…"

Twilight looked at Sonic and asked, "How old are you?"

He answered, "Uh… seventeen."

Rarity began panicking, "No, no, no, no, NO! This simply will not do! How could I have not known it was a friend's birthday today?!"

Applejack raised a hoof to her chin as she muttered, "Do we have any cider left over…?"

Pinkie cheered, "Oh my goody goodness! This means we can have a really super duper HUGE party to celebrate!"

Wave spoke up above the noise, "Hm, doesn't look like much of a party, if you ask me." That caused a lot of the frantic and excited talking to die down almost instantly.

"Ooh…! You just had to go and ruin the mood, didn't you?!" Amy angrily said to Wave.

"Well, you can't blame her. If this is where you guys were having a party, it sure doesn't look like it," Jet smugly answered for his teammate.

Blaze spoke up, "We did have a party all set up before. We had everything: the cake, the decorations, the refreshments, and the snacks." Looking over at the empty picnic table, she added, "But when that Time Eater creature showed up, it took everything we'd prepared." She looked down at the ground and said, "And it looks like we're not going to get any of it back." Sonic's friends looked sad or upset at that.

Sonic scratched the side of his head, "Sorry, guys…" In any other situation, he'd do his best to perk his friends up and help them look at the bright side of things, especially if it'd been a party set up for everyone. But his friends had put a lot of work into setting up a surprise party for him, and he knew they all wanted to enjoy it just as much as he did. At the moment, he wasn't quite sure what to say to them.

Tails shrugged sadly, "I guess we'll just have to have a plain party instead. It would take too long to bake a new cake and get new decorations and everything."

Pinkie Pie popped up beside him with a smile on her face and patted him on the head with a hoof while saying, "Don't you worry about a thing, Tails! Your Auntie Pinkie Pie will take care of everything!" She then trotted away, everyone looking at her with confusion and curiosity.

Tails looked at the others a moment later, "'Auntie Pinkie Pie'?" Spike and the girls just shrugged at him, all of them looking back at Pinkie Pie a few seconds later.

Everyone watched as the pink pony happily walked past the fence, towards the lake… and into a portal that was in front of the lake! "Hey, what's she doing?" Vector asked.

"Where'd she go?" Charmy wondered.

Tails opened up his radar and pointed it in the direction of the portal. After a few moments, he said, "It looks like that portal leads back to Equestria. Maybe Pinkie knows that too."

Silver asked, "Why's she going back, then? And after what she said just now."

Sonic shrugged, "Maybe she's going back to Sugarcube Corner."

Blaze held a hand to her chin, "To prepare another party? Surely she must know that it will take time, even for her."

Gilda smirked, "Oh, this should be good to watch." Spike and the ponies didn't say anything; they had a feeling Pinkie would surprise them all.

Seeing that nothing seemed to be happening and everyone else was mostly silent for the moment, Shining looked over at Shadow and (carefully) walked over to him. The black hedgehog had his arms crossed as he looked at the portal Pinkie had disappeared through from under the shade of the tree. Sonic and Twilight noticed what the unicorn stallion was doing and turned their heads to watch him.

Once he was right next to him, Shining quietly asked, "Uh, Shadow?" The black hedgehog turned his head to look up at the stallion, the expression on his face as stoic as ever. Shining winced slightly at this, but he pressed on, "Listen, I, uh… I'm sure it's nothing like what you went through, but I nearly lost one of the most important ponies in my life to Eggman and Discord, and I could do nothing to stop them. I… well, I walked a mile in your… shoes, and it really showed me a few things. So I'm sorry for what I said to you. You didn't deserve a word of it."

Shadow stared up at him for several tense moments, his expression not betraying a single thought going through his head. He eventually turned away and said, "Fine." Shining frowned at that and looked back over his shoulder at Sonic for help. The blue hedgehog shrugged, having not heard what was said between the two, and gestured the stallion to come over.

Twilight glanced at Sonic as her brother walked back over. She understood just as well as Shining did what that gesture meant. She looked back at the white stallion as he came to a stop in front of them. Sonic looked up at him and asked, "So what's up?"

Shining replied, "I was just saying sorry for what I said to him earlier, but all he said was 'fine'."

Sonic gave him a sympathetic smile, "Well, then don't worry about it, dude. That pretty much means he's not going to hold what you said to him against you now. That's about as good as most of us get when he doesn't have something to say." Shining briefly glanced back in Shadow's direction before giving Sonic a small smile.

Suddenly, everyone heard Pinkie's voice call, "INCOMING!" They all looked back at the portal to see her party cannon pointing through it. It fired a second later, causing nearly everyone to get down and cover their heads. As they stayed like this, the party cannon fired several more times, yet nobody seemed to get hit by whatever was being shot out of it. After a couple of seconds, following one last shot, they all heard a loud thump along with several smaller thumps followed by Pinkie saying, "Ta-dah!" Everyone uncovered their heads and began to stand up at that, looking around. What they saw amazed them.

Stretched across the side of the tree facing everybody was a white banner that read 'HAPPY BIRTHDAY SONIC', each word colored in red, yellow, and blue respectively, and some smaller decorations hanging from the leaves. Pinkie stood across from the tree, in front of a white unicorn mare whose mane and tail were similar in color to Shining Armor, was wearing dark purple sunglasses, had a double quaver for a cutie mark, and was standing behind a turntable, grinning like nothing weird had happened, and a gray earth pony mare with grayish hair who wore a pink bowtie with a white collar, had a purple treble clef for a cutie mark, and was holding a cello with her left foreleg and a bow for it in her right foreleg (she looked considerably more surprised about this whole situation). But what was on the picnic table was particularly amazing.

The table now had plates filled with cupcakes, candies, other sweets, and, amazingly, chili dogs as well as cups and refreshments, including a few jugs of the Apple Family's famous cider. At the center of it all was a large three layer cake frosted and decorated to look like the Green Hill Zone. Topping the cake were what appeared to be the Chaos Emeralds and the Elements of Harmony, most likely made of hardened sugar or candy, and going around the cake atop the layers below were little plastic figures of Sonic, Tails, Spike, the Main Six, and everyone else who was at the party. It may not have been an MMMM, but it still looked delicious all the same.

"What… How in the world…?" Blaze stammered.

She looked at Twilight when the unicorn spoke, "Don't worry about it too much, Blaze. It's just Pinkie Pie."

Sonic looked at her for a moment before smiling, "Yeah, you're right. That is Pinkie Pie." He then looked over at the party pony and asked, "So, what's this all about, Pinkie?"

In an instant, the pink pony zipped around the table and passed Gilda, who was giving her a glare that she probably didn't even notice, and wrapped her right foreleg around the blue hedgehog's shoulders while standing on her hind legs. She then smiled at him, "That's easy, silly! I LOVE throwing parties; it's my special talent, don't ya know! And when Blaze said the party she and your friends had prepared for you was ruined, I just had to fix that! And now we've got a real doozy of a party, and you know why?"

Sonic looked back at her without answering, so she explained, "First, it's your birthday; that's why your name is all over it! Second, everypony and everyone is TOTALLY invited to it! And finally, and this is most important now, you've got such good friends! They put so much effort into preparing a surprise party for you, only to have it ruined by those meanie pants! So this party is definitely for them to enjoy too!" Despite how fast she had explained it all, they all seemed to get it, as Sonic and (almost) everyone else began to smile at her.

Of course, there were a few party naysayers. The Babylon Rogues proved to once again be the sour apples in the bunch as Jet said, "Yeah, uh, no thanks. We helped you guys and all, but that's it for us. We've got better things to do." With that, he, Wave, and Storm (even though he looked like he really wanted to stay) turned to leave.

They didn't manage to get very far, however, before Pinkie suddenly rose up in front of them, causing Jet and Wave to hide behind Storm, both of them peering out from behind the albatross at her, all of them suddenly afraid of her. It was not her sudden appearance that shocked them; it was the grin and wide eyes she was making at them as she stood in front of them. "STAY… FOR… THE… PARTY," she stated slowly in no uncertain terms. Storm, Jet, and Wave slowly began to back away from her at that, Pinkie slowly following them and making it clear that anyone else who tried to leave would suffer the same fate.

Back with everyone else, Luna looked up at Celestia and begged, "Oh sister, can we please stay for this party? Please? It will be a fine private celebration for time's restoration and Sonic's birthday!"

Celestia let out a sigh, but then she smiled to let her sister know she was joking as she said, "Oh, very well, Luna. Sometimes, you can be such a foal." Shining and Cadance smiled at each other at that, figuring that meant they could stay as well.

Scootaloo grinned at her fellow Crusaders, "A Pinkie Pie birthday party! This is gonna be awesome!"

Apple Bloom looked at Babs and said, "Pinkie Pie throws amazin' parties, Babs! You'll really like it!"

The orange filly uncertainly replied, "Uh, if you say so, 'Cuz."

Sweetie Belle asked, "Is something wrong, Babs?"

Babs rubbed the back of her head with a hoof as she replied, "Well, no, but… I kinda told my folks I'd come straight home after me and the other Cutie Mark Crusaders were done at the meeting. I was heading home when all this happened; how am I gonna explain this to them?"

Apple Bloom, Scootaloo, and Sweetie Belle looked sad that they wouldn't be able to hang out with Babs until Applejack stepped forward and placed a hoof on the filly's shoulders. When Babs looked up at her, she smiled, "Now don't you worry about a thing, Babs. Just stay and enjoy the party. When it's over, Ah'll go with ya back to Manehattan, and Ah promise you right now, Ah'll make sure you don't get in any trouble." Babs smiled uncertainly up at her at that, but it became more sincere when she looked back at her cousin and her friends.

Braeburn looked over at Little Strongheart and said, "Say, Little Strongheart, if ya want, when we get back to Appleloosa, Ah'll go with ya ta help ya find yer fellow buffalo. Ah feel mighty awful about you gettin' yanked away from 'em like that. You won't mind, will ya?"

Little Strongheart smiled at him, "Not at all."

Omega whirred, "PARTIES… DO NOT COMPUTE. HOWEVER, I WILL STAY AND OBSERVE A 'PARTY' TO LEARN MORE ABOUT THEM."

Rouge smirked over at Shadow, "So what are you going to do? Are you going to take a chance and try to sneak past Pinkie Pie?" Shadow just grunted in annoyance, but deep down, he actually did want to stay.

No one else had any major objections to staying for the party, so Pinkie leapt back into the midst of the guests and said, "All right, then!" She pointed a hoof over at Vinyl Scratch and Octavia (who appeared to have recovered from suddenly being fired out of a cannon), the former grinning and placing a record on her turntable, a song already starting to come from her speakers. "LET'S PARTY!" Pinkie cheered.

**Meanwhile, in a field far away**

Eggman, with his hands on his knees, panted as he looked down at the grass below him. "Blasted pegasi… and that griffon… I can't remember the last time I had to run so fast…" he breathed.

Orbot and Cubot hopped up behind him and opened up, Cubot saying, "It's been a while, ain't it? Ah reckon not since the days o' blast processin', back when you were more involved with Sonic's blastin' and processin' o' yer machines."

Eggman turned around slightly to glare back at him, "What?! What does that even mean?!"

Orbot said, "Boss, please. You just nearly ran a marathon for your latest escape. Don't agitate yourself further."

Eggman growled and clenched both hands into fists, thumping them against his knees. "Rrrgh…! I just can't believe Discord couldn't act serious for more than five minutes when it really counted! Him and his games…" He let out a loud shout to the sky and then exclaimed, "I need something to do! Preparing a new scheme, getting a bite to eat, watching cartoons… anything!"

Orbot perked up after a moment and said, "It sounds like you could use a vacation, Boss, or at least a break from planning misdeeds."

Eggman grunted, "More like I need a vacation from you two."

Orbot wagged a finger at him, "Now, now. Sonic's surely spending time with his friends, both old and new. Why not spend some time with some people you know? For some time now, you've been taking a night off every week to go somewhere that you haven't told us about; you could start by doing that."

Eggman held a hand to his chin, thinking about it for a moment before saying, "That's not a bad idea, actually. I'll have to check when they're meeting next, but that could do me some good. Getting together with old faces, talking about what's been happening lately… and of course imparting a few pearls of wisdom! I always enjoy telling people what to do!" He grinned upwards while Orbot facepalmed and Cubot stared at him curiously.

A familiar voice spoke up a second later, startling them all, "Yes, that's one thing I've noticed about you, Doctor." The three of them turned to look behind them, where they heard the voice coming from.

Orbot and Cubot looked around in confusion, not seeing anything, but Eggman saw a familiar figure standing across from him. "What… Discord?! But how?!" he exclaimed, shocked to see a transparent version of the draconequus standing there at his full height while smirking down at him.

Orbot and Cubot looked up at Eggman in confusion, both of them thinking he was talking to nothing. "Um, Boss?" Orbot asked.

Discord spoke before he could say anything else, Orbot and Cubot hearing him but not seeing him, "Those Elements of Harmony delivered a rather powerful blast. It seems they knocked my spirit clean out of my body." He stretched, "Mm, feels good to still be able to move."

Eggman asked, "So you weren't actually back there, only your body?"

Discord replied, "Well, I'm not going back to it right away! I'm sure it's with Celestia, those ponies, and her new, I suppose, allies right now. I want to listen to as little of whatever they have to say as possible; means less wanting to roll my eyes but being unable to." After a moment, he let his arms drop to his sides and sulked out loud, "Now if only I could use my chaos like this, it would be perfect."

Eggman grunted, "Oh, I feel so bad for you, Discord. I guess that means you'll have to delay the pleasure of doing what you want to do yet again, hm?"

Discord crossed his arms, "Hey, I played my part, Doc! I did what you asked me to do! The only complaint I had was that you weren't thinking big or chaotic enough. So why don't you use that big brain of yours to come up with a way to free my body? Like… oh, I don't know, find six creatures to really make a mess of Twilight and her friends. Make it something really chaotic!"

Eggman replied, "As I already told your body, I'm not helping you out anymore! I thought your chaos would be helpful, but it proved to be just as much help as it was trouble! You spent entirely too much time goofing off when you could've been helping me get started on rewriting history! Well, you can stay in that statue for the rest of time for all I care! Besides, I can't just automatically think up a plan and carry it out! I'm going to have to do some research first! Maybe I'll come across something mysterious that's worth investigating."

Discord rolled his eyes, "Blah, blah, blah! You know, Doc, you think about things WAY too much and don't plan for the unexpected. If that brilliant plan that you came up with had more chaos in it, it would've worked perfectly."

Eggman said, "Don't you start preaching to me. Your chaos caused far too much trouble in the end since even YOU couldn't predict what happened with Sonic and he ultimately burned both of us. A little more thought on your part would have been much appreciated."

Discord turned away from Eggman, his arms still crossed. "Leave it to a scientist to discount the value of unpredictability, despite how common it is," he muttered.

"I heard that!" Eggman exclaimed.

Discord looked back at Eggman, "Tell me something, Doc." He turned around fully, "Have you ever won before?"

Eggman hesitated for a moment before saying, "There are times where I've come close! Very, very close indeed!" Orbot and Cubot looked at each other knowingly at that.

Discord raised an eyebrow, "So… no?" Eggman didn't answer him, instead shooting him a sour look. The draconequus sighed, "Well, that's encouraging. At least I'm not as big a loser as you are."

Eggman retorted, "Oh yes, because sitting as a stone statue for a thousand years is SO much better! At least I've had time to come up with and put into motion many different plans instead of randomly causing trouble and assume that no one can stop me like you did before! The only plots you come up with all have your enjoyment at the center of them! I, on the other hand, have plenty of experience when it comes to plans."

Noting the proud, tall way the human stood, Discord smirked, "Ah yes, what was I thinking? Of course you have experience, not to mention muscle like you said before, because you're constantly being foiled by a meddlesome hedgehog and his friends. Let's see… they've wrecked nearly every base and plan you've come up with, an ancient water monster turned on you, your grandfather nearly destroyed you along with this planet, several of your own creations have turned on you, and…"

While Discord was talking, Eggman's anger had been growing with each word he said, and now he couldn't take it anymore. In anger, he ran towards Discord and swung his right fist at him while shouting, "OH, SHUT UP!" Discord jumped back to dodge it, despite the fact that it would've gone through him anyway, causing Eggman to spin once on one leg before falling onto his back.

Discord laughed, as did Orbot, and said, "Look at that! Another ingenious scheme concocted by the brilliant Dr. Eggman!" He then lifted off the ground and, while floating above it, began to stroke his arms and legs while he was on his back, almost like he was swimming. And he did in fact start floating away from Eggman, who began to stand up soon afterwards. Orbot and Cubot watched in silence as Eggman angrily ran after the draconequus' spirit, shaking his fists and screaming the entire time.

**Soon, back at the party**

Pinkie happily bounced around the party as an upbeat tune came from Vinyl Scratch's speakers, the kind of song that made her want to move around a lot rather than stay in one place and dance. As she bounced around, she passed the other party guests, who were happily chatting with each other. Celestia, Cadance, and Granny Smith were talking with each other (Celestia was pleasantly surprised to learn that the old mare was the same young mare who'd helped establish Ponyville all those years ago), Sonic and Luna were chatting with Vinyl Scratch and Octavia (the DJ not needing to do a lot of work for this song while the cellist was getting ready), Mayor Mare was having a discussion with Zecora and Marine, Spitfire and Soarin, both of whom had shed their flight suits for the time being, were talking with Tails and Rainbow Dash respectively, and Shadow and Gilda, who were standing off to the side, were quietly talking with each other.

Pinkie grinned to herself as she bounced past Braeburn and Little Strongheart; this was exactly what her parties were all about. They could be loud and wild, quiet and less active, or somewhere in between, but as long as they put a smile on everypony's face, that's all that mattered, and she could certainly see a lot of smiles at this birthday party. She bounced over to the tree and found the Cutie Mark Crusaders all sitting together under it, taking a break and talking. Of course, Pinkie decided to intrude, bouncing close to them without making a sound and then saying, "Hiya, girls! How are you enjoying the party so far, Babs?"

Although the four fillies were surprised by the pink pony sneaking up on them, Babs replied, "Eh, it's… fun. This kind o' thing ain't common in Manehattan, but I like it. Kinda makes me think of the Apple Family Reunion."

Pinkie grinned, "Good! I really, truly, sincerely hope you remember this for a long time to come as well!" She then happily trotted away, Babs raising an eyebrow at how random that seemed while Apple Bloom, Scootaloo, and Sweetie Belle weakly smiled at her. The Manehattan filly shook her head a few seconds later, blowing her mane to the side before the four of them started talking again.

Near the front of the picnic table stood Shining Armor and Big Macintosh, the two stallions talking with each other. Or, perhaps more accurately, Shining Armor was talking to Big Macintosh while the red earth pony mostly listened to him. "The crystal ponies really are quite vibrant, like a lot of ponies outside of Canterlot's elite. It hasn't been that long since the Crystal Empire returned, yet they're really eager to learn all about the new things that have developed in its absence. For example, they're all excited about this year's Equestria Games; they've even asked me to help coach the ones that want to compete. Amazing, huh?"

Big Macintosh nodded, "Eeyup."

Shining chuckled, "I tell you, it's a demanding job to be in charge of an entire empire. Getting the Crystal Empire up to date was challenging enough, but there are still all the responsibilities that come with being a ruler. I definitely don't get to see Twilight as often as I'd like to anymore. Still, I love what I do, and the crystal ponies are much more enthusiastic about what they like to do than some of the ponies I've seen coming into the Royal Guard lately. Cutting out of training to read a book, go to the movies… even learn to play the piano rather than do any of that on their own time! Can you believe that?"

Big Macintosh shook his head, "Eenope."

As the two stallions continued talking, along the left side of the table, Spike carefully snuck around Knuckles, Applejack, Rarity, and Rouge, clambering up onto the bench and then on top of the table itself. He then eyed the cake, or rather the figurines on the cake. He took a quick look around. Applejack and Rarity hadn't noticed him, Twilight was talking with Blaze, Trixie, and Silver, Pinkie and Fluttershy were talking with Cream and Cheese, and Rainbow was still talking to Soarin. Nobody seemed to be paying any attention to him. "_Perfect,_" he thought.

He circled around the cake until he found what he was looking for on the left side of it. He carefully reached up and snatched the Sonic and Amy figurines off the cake and brought them down to eye level. He looked at them for a moment before nodding in approval. He had no clue where Pinkie got them from, but they were expertly made.

He then shook the Amy figurine as he murmured in a high-pitched voice, "Oh Sonic, I love you so much! Why won't you love me back? We were meant to be together!" He then shook the Sonic figurine while saying, in a deeper voice, "Oh Amy, I know we belong together. And I've always loved you, from the day I first met you. It's just… you're a very sweet and loving girl, and you deserve only the best! I can't stand the thought of you having anything less!" Spike switched back to his 'Amy' voice, "Do you really mean that, Sonic?!" Spike then used his 'Sonic' voice, "Well, sure I mean it, Amy. The way you swing that hammer of yours around… My heart beats a million times a minute!"

Once again, Spike used his 'Amy' voice, "Oh Sonic, you're so wonderful! But don't be so silly; you're the best, and you're all I'll ever need!" He then went back to his 'Sonic' voice, "Amy… I've dreamed of the day I would hear you say that." He then started to bring the figurines close to each other as he murmured in his regular voice, "And then… they…" He held the two figurines close, his face scrunched up in excitement as he prepared to say the word…

"*AHEM*." Spike shot up straight at that, his eyes going wide at being caught, and by the last guest he wanted to be caught by. He slowly turned around to see Amy standing at the edge of the table, her Piko Piko Hammer already slung over her shoulder. "Excuse me, Spike, but what are you doing?" she asked, sweetly but with a hint that she already knew and didn't like it.

Spike stammered for a moment while he fiddled with the figurines, trying to keep a grip on them before hiding them behind his back. He then shakily spoke, "N-Nothing! I was just… the little figurines Pinkie had on the cake looked like something special, so I wanted to take a closer look at them! That's all I was doing; I wasn't playing with them or anything!" He then grinned innocently at her, trying to give her his best poker face.

After a moment of looking at him suspiciously, Amy's hammer disappeared as she simply said, "Okay. That's what I thought." She then walked away, going over to talk to Cream, Pinkie, and Fluttershy.

Back on the table, Spike breathed a heavy sigh of relief. He then quickly put the figurines back on the cake, all the while thinking, "_Geez, she's even scarier than Pinkie Pie when she's serious about something! Maybe Sonic's right about her after all…_" Once the figurines were back in place, he wiped the sweat off his forehead.

At this point, Tails came over, Spitfire having left to go talk to Cadance. "Are you okay, Spike? Why did Amy have her hammer out?" he asked.

Spike glanced up at him and sighed, "I… I was just messing around with the cake decorations, just having a little fun with them. Amy apparently didn't think it was so fun; guess she either saw or heard me."

Tails scratched his head, "Uh, okay." A moment of silence passed before Tails asked, "Hey, you want something to drink? I was gonna get something and you look pretty nervous."

Spike answered, "Sure. You want to hang out for a little bit?" Tails nodded and began making his way around to the other side of the table, Spike walking across it to follow him. Tails took a seat on the bench as he poured himself and Spike each a drink, Spike sitting down across from him and holding his drink in his claws as they started chatting.

After about a minute, Vinyl Scratch made an announcement, catching everyone's attention. "Hey everypony, listen up! I know you're all having fun at birthday blue's party, and I know you all love my music, but we're going to take it down a notch for a little bit! Tavi's got a little piece she wants to share with you, and since we're both working this gig, it's her turn! But don't you worry; I'll be back with the jams soon enough!" She then looked over at the gray earth pony, "Take it away, Tavi!" The cellist shot an annoyed look at the unicorn before raising her bow and bringing it to the strings of her cello, balancing expertly on her hind legs as she held her instrument up and began to glide the bow across it.

For the next couple of minutes, everyone listened in silence as Octavia's cello wailed out a tune, accompanied by soft music playing from Vinyl's speakers. Although the DJ was listening, she spent most of the performance lying on her back, her hind legs crossed and a hoof kicking up in the air. As the music from the speakers began to fade, Octavia brought her bow across her cello's strings for one last note and held it before raising her bow. She then bowed to her audience, most of which answered her performance with clapping hands and hoof stomps.

After the applause died down, Octavia placed her cello onto its stand and set the bow down next to it. She then trotted over to the picnic table to grab some punch while Vinyl leapt to her hooves, already changing the disc on her turntable to the next song. While she was doing this, Sonic and Luna split up for the moment, Luna going over to talk to Zecora, Marine, and Mayor Mare while Sonic walked over to the fence and placed his elbows on top of it, leaning on it as he looked towards the lake.

Twilight noticed this and, after Blaze excused herself to go talk to Octavia and Silver and Trixie split up, she walked over to him while Silver went to go talk to Braeburn and Little Strongheart and Trixie decided to get something to drink. Twilight stopped near the fence as Vinyl started playing the next song, something a bit soothing yet still having a bit of force behind it. She cleared her throat and said, "Uh… hi, Sonic."

Sonic turned his head to the left to look at her, "Hey, Twilight."

Twilight asked, "What are you doing over here?"

Sonic shrugged, "I don't know. It's kind of nice over here though, isn't it?"

Twilight noticed that even the music Vinyl Scratch was playing seemed to be a little quieter over by the fence, likely due to the fact that speakers were more pointed towards the party area. That didn't make it annoying, though; quite the opposite, in fact. "Oh yes, very peaceful," she replied. She walked over to Sonic and stood next to him, both turning to look towards the lake. After a few moments, Twilight asked, "So what do you think of your first Pinkie Pie party, Sonic?"

Sonic replied, "So far, I'm enjoying it. I can see why Pinkie's called the party pony. I'll bet she brightens up a lot of ponies' days, huh?"

Twilight nodded, "She certainly does. She throws plenty of parties for everypony, sometimes inviting everypony in Ponyville to them. I like those parties too, though I think I prefer the smaller ones she throws with Spike and the other girls. They can still get loud, but at least I'm having fun with ponies I know."

Sonic turned around, resting his back against the fence as he replied, "I know what you mean. I like those kinds of parties too. Still, a big party is a good thing to go to once in a while in order to meet new people." He held a hand to his chin, "Come to think of it, it's been a while since the last time I went to one. I should go to one sometime, maybe get a little disc jockey practice in."

Twilight looked at him, "You work as a DJ?"

Sonic replied, "I'd say it's more like a hobby than an actual job. I mean, could you really see me working as a DJ on a regular basis somewhere?" Twilight couldn't help but give a small giggle at that.

After a moment, she looked off to the side before glancing back at Sonic and saying, "You know… I never really got a chance to thank you, Sonic." The blue hedgehog raised an eyebrow at that, so she clarified, "You know, about my… problem."

Sonic realized what she was talking about and replied, "Oh yeah, that. Hey, it's no biggie."

Twilight looked at him, "Yes it is a biggie. Dr. Eggman and Discord were able to use it against us, and we all could've fallen under Discord's magic or worse just because I wouldn't talk to my friends, who are the whole reason I am where I am today."

Sonic said, "Yeah, you told me a little about all that, back in the jungle and when you were gray. And even knowing that, I just can't figure out why they wouldn't listen to you, especially your brother and Celestia."

Twilight looked off to the side, "It's like I said. I overreact to things. I overreact to everything…" She was silent for a moment before she added, "Just so you know, when Pinkie invited us to help take the Cakes' entry for a cake contest up to Canterlot for them and was going around accusing the other bakers of taking bites out of it, I stressed the importance of having proof." She sighed, "The Smarty Pants incident, the Future Twilight incident, my brother's wedding… I was acting like a foal, like I said, so I should've known what was going to happen, especially when I burst in during the wedding rehearsal without any actual proof…"

Sonic looked at her for a moment before saying, "Twilight, I know we haven't known each other long, but it seems like you overreacting to things is just something that's a part of you. Maybe you can manage it in some way, but that's not important. It doesn't seem like you do it to make anyone feel bad, and if that happens, it's not on purpose. I should know; I've done it before when all I was trying to do was help my friends. I can't help it if I accidentally say something I wasn't supposed to. I do what I have to do to help others, just like you."

Twilight turned her head to look at him questioningly, "What's your point?"

Sonic said, "The point is, Twilight, they're your friends, family, and mentor. They've known you way longer than I have, so if I can tell what you're like after… well, I guess it doesn't matter how much of today has actually gone by. But anyway, if I know that much about you after such a short time, they should know you too. They should know better than to brush off your concerns as nothing right away and not be so harsh. I guess it kind of makes sense that you would be upset and afraid to talk to them about it after all that."

Twilight glanced down at the ground, "I can't be angry at them. Not when they've had similar problems and I've tried my best to help them out with them. I guess… I just thought it all happened because I wasn't being as good as I was supposed to be. I suppose that's why I was feeling the way I did. I figured the only way I could get the feeling to go away was if I changed and tried to be better, especially for them."

Sonic placed his right hand under her chin and made her look up at him. "Don't," he said simply. At Twilight's look, he went on, "Don't rearrange. I don't think there's any need to change anything about who you are. Just stay like you are and keep it all the same. The same goes for your friends, your brother, and Celestia. We all just need to keep an open mind as we move along and not dwell on the past." He let go of her chin, "Eggman and Discord could probably use a bit of adjustment in their lives, but extreme cases like that are the only times I think anyone should consider changing. Otherwise, I don't think anyone should change to suit others' fancies, and I don't think you should either."

Twilight tilted her head, "You think so?"

Sonic nodded, "Of course. Considering what you said about your brother's wedding and how Cadance had been trapped in those caves, what happened was probably the best outcome you could've hoped for. But that's not the point; the point is you were faced with daunting tasks with lots of unknowns to consider, and your friends simply didn't see it that way at the time. You were basically being asked to fix something that shouldn't have needed to be fixed if they had given you the benefit of the doubt. I probably can't understand completely since I don't think the same way you do, but I do know this." He looked Twilight directly in the eyes, "I can trust you with my life, my soul, and everything in between… because you were willing to trust me in the midst of your darkest hour and bare your soul out to me. I'm glad I met you, Spike, and the other girls, but most of all, you."

Twilight looked at him with wide eyes," R-Really?"

Sonic leaned back and nodded, "Yeah. This whole thing's been a lot of fun. I know I'll never forget any of it or any of you."

Twilight asked, "You mean it?"

Sonic replied, "Of course." He then grinned playfully, "How could I forget anyone who gets in as much trouble as you guys do?" Twilight blinked at him and then started to snicker before falling back into giggles again. This quickly escalated into full-fledged laughter, Sonic smiling at her as she felt the last of her pent-up stress over past events leave her.

Vinyl Scratch's music muted the sound of Twilight's laughing to the other party guests (that combined with the fact that Amy was caught up in her conversation meant she didn't notice Sonic talking with her alone), but Shining Armor and Cadance noticed, after Twilight's laughter died down, both her and Sonic talking to each other. The married couple stood together on the side of the picnic table closest to the duo and smiled as they looked on. After a moment, Cadance looked at Shining and asked, "Don't they look cute together, Shining?"

The white stallion chuckled, "Well, I'll admit they make a nice couple."

Cadance looked back at Sonic and Twilight and asked, "Remember what we were like when we first started dating?"

Shining blushed faintly as he replied, "Nothing like those two, that's for sure."

Cadance smiled as she glanced at him, "You know, I could give their relationship a bit of a boost with my magic…"

Shining looked at her, "Uh, I don't think you should, Cadance…"

Cadance turned her head to look at him and asked, "Why not? Twilight's feelings are clearer now that she's got all that off her chest." Shining winced slightly at that, but he kept looking at her as she continued, "Sonic's mind is still completely closed to me for some reason, but he clearly cares deeply for Twilight. You said you wanted to see where they would go in a relationship together; why aren't you interested now?"

Shining replied, "When I said that, I meant if they were both willing to be in a relationship. I don't want them to fall for each other only because you cast a love spell on them. That, and… well, what I mean is…" His eyes shifted as he glanced around to make sure nobody was listening in before he leaned in close to Cadance and whispered, "Remember that restaurant we went to on that one date, the one where we saw that 'couple' that was arguing and you decided to use your magic to help them?"

Cadance's face turned bright red at that and she quickly said, in a hushed voice, "H-Hey, that was a completely different situation! They didn't even look alike; how was I supposed to know they were cousins?!"

Shining replied, "Yeah, well, Princess Celestia still forbade you to use your magic like that when she found out about it. I don't think she would consider this an exception. Let's not find out, okay?" Cadance looked at him for a moment before turning her head away and pouting, probably thinking Celestia would allow her to cast the spell if she asked her. A second later, both her and Shining Armor noticed Rainbow Dash flying towards Twilight and Sonic and looked on to see what was going to happen.

Rainbow flew up next to Sonic and Twilight, both of them looking at her as she landed and said, "Hey Twi', Sonic. What's happening?"

Sonic replied, "We were just talking about some of the highlights from our adventure."

Twilight nodded, "Yes, it certainly was exciting. And I think we all learned a few new things from it."

Rainbow grinned, "I know I did! Watch this!" Sonic and Twilight watched as she ran around the fence and into the flat area past it, running to their left. As she passed in front of them a short distance away, she came to a stop and jumped straight up. She then pointed her body forward like she was flying, a white aura briefly forming around her head as she moved forward slightly… and then it faded. Rainbow's eyes shot open at this and she flailed in midair for a second before she fell straight down onto her face. She groaned as she lifted her head up, placing her right hoof on the side of it. "Ow… That's not what I meant to do! I thought I had the Sonic Boost down. Guess I still have a lot of work to do," she sighed.

To her surprise, she heard applause and turned to her left to see Sonic clapping his hands. He surprised her further when he said, "Are you kidding? That was great for your first time! If you keep working on it, you'll get it down in no time!"

Rainbow stood up and trotted over to the fence and asked, "Yeah?" Sonic nodded in response.

Twilight then added, "I'd have to agree with him, Rainbow. It looks like you've almost mastered the initial burst of motion. Once you've got that figured out, depending on what else you plan to do, the rest might be relatively easy. It'll probably make for an interesting addition to your usual aerial stunts."

Rainbow smugly smirked, "Well, of course it will, Twilight! I'll be the first pony to master a skill in the air that was originally used only on the ground! And when the Wonderbolts finally accept me, they'll all want to learn it from me! Sonic's speed and skills will grace the skies as well as the land!" She grinned to herself while Twilight and Sonic smiled at each other.

After a few seconds, all three of them heard a new song coming from Vinyl Scratch's speakers, causing them to look back at the party area. "Heh, looks like this party's gonna be going on for a while, like all of Pinkie Pie's parties," Rainbow smiled.

Twilight looked at Sonic and asked, "What do you think?"

Sonic answered, "I'm game if you two are." With that, the three of them headed back to rejoin their friends.

As the party went on, everyone moved onto the games and dancing (ever Granny Smith was able to move some, bringing some of her Zap Apple season vigor out) as Vinyl Scratch and Octavia continued to go through their list of songs, Vinyl occasionally inviting the guests to sing when she placed an instrumental disc on her turntable. Through it all, Discord's statue sat where it was under the tree; no one was sure whether he was listening or not, but never once was there any indication that he was trying to break out again.

Shortly after Sonic was finished singing a song, he walked over to the picnic table to join Spike and the girls and retrieve the punch he'd poured himself earlier. After he set it back down, he started talking with the group of friends. "Goodness, Sonic, I had no idea you were such a good singer!" Rarity commented. Twilight smiled to herself, having already been amazed before when she found out the blue hedgehog and Tails were both great singers.

"Yeah, you ever thought about making your own band?" Rainbow Dash asked.

Sonic held a hand to his chin and thought a moment before he shrugged, "Eh, not really. I might've thought about it once sometime after I first met Vector and the Chaotix, but that's about it."

Applejack chuckled, "Heh, good thing ya didn't make a band with them. Their singin' and playin' would probably be somethin' awful!"

Pinkie piped up, "Aw, take it easy on them, Applejack! I'm sure they'd sing just fine, or at least be funny to listen to! Ooh! Next time Vinyl calls somepony up, we should send them up!"

Before anyone could say anything else, Tails ran up to Sonic while saying, "Guys! Hey, guys!" His calls attracted the attention of everyone at the party, causing them all to look at him.

"What's wrong, Tails?" Sonic asked.

The fox replied, "I think we're going to have to cut the party short! Look!" He turned and pointed, everyone looking where he was pointing.

Past Vinyl Scratch and Octavia and beyond the fence in front of the flat stretch of grass, Sonic, Spike, and the Main Six could see the portal back to Equestria still floating in front of the lake… but there appeared to be something wrong with it. "W-Why is it sparking like that?" Fluttershy managed to ask.

"It almost looks like it's… starting to destabilize!" Twilight guessed.

Tails looked back at the group and nodded, "Right!" He held up his radar and flipped it open, typing on it as he said, "According to my radar, the damage the Time Eater caused is almost fully healed! That portal is probably the last thing that, unfortunately, needs to be fixed!"

Applejack asked, "'Fixed'? Ya mean…"

Tails looked up and nodded, "Exactly. That portal is going to close soon! And when it does, there'll be almost no way for any of you to get back to Equestria!" Many gasps were heard at that, as everyone could now see what Tails was getting at.

"So… we have to go now?" Spike quietly asked.

Celestia raised a wing and placed it on his back to comfort him. She then said, "If what Tails is saying is true, Spike, then that is what we must do. We all can't simply abandon Equestria, especially not Luna and I, and the Elements of Harmony must be in Equestria if they are to protect it. We have no choice." She looked down at the ground as she finished speaking, almost everyone else looking sad at her words.

"Oh no," Pinkie murmured sadly.

"We'll never see Sonic or any of our new friends again! Of all the worst things that could happen!" Rarity cried dramatically.

"Now hold on!" Rainbow exclaimed, catching everyone's attention. "Tails said there was ALMOST no way to get back to Equestria! That means there must be a way to travel to Equestria and back!"

Luna looked at Tails and asked, "Tails, is Rainbow Dash's rash assumption true?"

The fox kit replied, "Well, in theory, yes. In practice, though… I can't say for sure. The only method I can think of involves the Chaos Emeralds, and that's too risky to chance."

Twilight asked, "What do you mean?"

Sonic spoke up, "Every time the Chaos Emeralds come together in one place, they scatter and disappear all over again. When that happens, they unleashed a huge burst of their energy to teleport away. That's the same energy that turned us Super; if we gathered them again and used them without transforming, they could potentially cause Chaos Control. The problem is that that's a huge amount of energy that, at the moment, isn't being controlled. There's no guarantee it would send you all back to Equestria."

Rainbow asked, "What about the Warp Ring?! We used it this whole time to travel back to Ponyville from your world, right?!"

Tails shook his head, "The only reason we were able to use it so often was because of the Time Eater. Time and Space were so messed up that it was easy to travel with the Warp Ring. Once things go back to normal, I don't think it'll be able to travel between dimensions so easily. Besides, look." He reached into his tails and pulled out the Warp Ring, holding it up. It was still gold, but its overall appearance was dull, looking like it hadn't been polished in some time. "We used up the last of its energy on the train ride to Canterlot. I was going to recharge it, but with everything that happened near the end of the trip, it slipped my mind. We could recharge it, but again, we'd need all seven Chaos Emeralds or the power of the Master Emerald for it to be powerful enough for dimensional travel, and even that's risky."

Rouge looked over at Knuckles and commented, "Guess you should've held onto it rather than putting it back where it belonged, eh Red?" Knuckles just glared at her in response.

Twilight had a thought and turned to look at Blaze. "Blaze, you traveled from your world to get here. Do you think…?" she asked.

The cat princess replied, "I'm sorry, Twilight, but I don't know. The Sol Emeralds originally brought me to Sonic's world when Eggman stole them, and Sonic and Tails were sent to my world due to an unusual storm. Tails built a ship that used the power of both the Chaos and Sol Emeralds to transport them home, and I learned how to recreate the tunnel between dimensions by studying his notes. It works because the Chaos and Sol Emeralds are connected to each other; I do not know if they will be able to travel to Equestria."

With that, the girls, Spike, and their friends truly realized that they would have to say goodbye to their new friends, likely for good. They knew it was the only logical thing to do; they all had lives and responsibilities in Equestria that they couldn't just leave behind, and they couldn't ask Sonic and his friends to leave their world either, especially with Dr. Eggman still on the loose. They all knew that, but still…

"Th-This can't be…" Applejack sobbed.

"There was so much I wanted to learn from…" Scootaloo muttered, trailing off.

"I thought that…" Cadance started before Pinkie burst out crying, tears once again falling from her eyes like waterfalls and her cries drowned out almost anything else anyone could've said, all of them backing away slightly to give her room as she collapsed.

All except for Sonic, though. The hedgehog remained where he was for a moment before he stepped forward, lifting Pinkie off the ground and into his arms. She sobbed onto his shoulder while he patted her on the back and whispered, "Come on, Pinkie, don't cry. I know you've got to go, but what's this all about?"

Pinkie sobbed, "I… I can't lose… any of my best friends! I CAN'T! Not after… not after…" She was unable to finish before she was wracked with sobs again, her head leaning against Sonic's.

After a moment, Sonic asked, "What are you talking about, Pinkie? You're not going to lose any friends."

Pinkie wailed, "Yes I will! Once we're gone… and that portal closes… we'll never see any of you again! We'll be saying goodbye forever!"

For a minute, there was silence as Pinkie continued to cry, making one of her deepest insecurities known to everyone. Sonic continued to hold her, but a certain look soon crossed his face. He let the pink pony sob for a few moments more before holding his arms out so he could look at her. He then said, "Pinkie… that has to be the most ridiculous thing I've heard you say." To say the Equestria residents were surprised by what he said was an understatement; Pinkie even stopped crying to stare at him with wide eyes. While still holding onto Pinkie, Sonic spoke, "Think back, Pinkie. What happened the day Rainbow Dash performed her first Sonic Rainboom?"

Pinkie thought for a moment before asking, "I got my cutie mark?"

Sonic nodded, "Mm-hmm. What else happened?"

Pinkie replied after a moment, "Dashie, Twilight, Rarity, Fluttershy, and Applejack got their cutie marks too. And Spikey was born."

Sonic nodded, "Exactly. It may have been an event that was felt all over Equestria, but it wasn't special because it showed you and the others what your special talents are. What made it special was the fact that it set you girls on the path to becoming best friends, which ultimately happened during your first adventure together. Ever since then, no matter what's happened, you've all remained best friends. Yes, there have been bumps along the way, but you've managed to overcome them and come back to each other."

Pinkie sniffled, "But we all live in the same world. We can come back to each other. You don't. You and your friends live in a different world…"

Sonic replied, "Blaze and Marine live in a different world too, but you notice they're still our friends. And Silver lives in our world's future, yet he still manages to come back to the past every so often to visit. Just because we live in different worlds doesn't mean we can't remain friends. That's the magic of friendship, and as long as you never give up on that, you'll be friends with someone, no matter where they are."

Twilight asked, "Sonic, are you saying…?"

Sonic glanced back at her as he answered, "I'm saying, this is only goodbye for now. Eggman and Discord may have messed up time and space with the Time Eater, but maybe it was meant to happen, the same way the Sonic Rainboom and Nightmare Moon brought you all together. If that's true, then there's no doubt in my mind that we'll meet again someday."

Pinkie asked, "You really think so…?"

Sonic looked back at her and replied, "Yes. And that's why you should go back to Equestria along with the rest of your friends. Because Ponyville wouldn't be the same without its local party pony, and us meeting again would make for a great excuse to have a party. And after seeing what a real Pinkie Pie party is like, I know you'll come up with an amazing reunion party too." He leaned forward and hugged her, saying, "Thanks for the party, Pinkie." He then leaned back and smiled, "And thanks for being my friend." Pinkie completely froze at that, staring at him with wide eyes. Then, suddenly, a big grin broke out on her face and she began to shake. Everyone looked worried and took a step back as she began to shake even harder, remaining in place despite how hard she was shaking.

Suddenly, with a cloud of pink smoke, she shot straight up into the air, riding on a glittering trail composed of two shades of pink. "WOOOOOOOOOOHOO!" she exclaimed at the top of her flight as she floated in the air. Behind and around her, flashes of light and sparkles appeared and disappeared as quickly as they appeared. Some were shaped like stars while others were glowing balls of colors. As they appeared, they sounded like fireworks firing and exploding as they disappeared. Everyone stared up at her in awe, admiring the show. After about a minute of this, Pinkie suddenly returned to the ground and bounced around several times before catching Sonic in a hug of her own.

"Thanks for being my friend too, Sonic! And everyone else too!" she said as she squeezed Sonic tightly, though not hard enough to choke him. She let him go a moment later and then started bouncing around, hugging Tails and the rest of his friends, even surprising Shadow with a hug.

While watching the pink pony bounce around to the others, Sonic smiled at the girls, "Wow. She really is one of a kind, isn't she?"

Twilight smiled back, "Yes. Yes she is."

Tails raised an eyebrow, but smiled as he spoke, "I have no idea how she did that… and I'm perfectly okay with that."

After she finished hugging everyone else, Pinkie bounced back over to Sonic, Tails, Spike, and the other girls, stopping when she reached them. She then held a hoof to her chin thoughtfully and said, "Oh… I wish I hadn't forgotten the camera. I'd sure love to have something to remember this day by, and I'm sure everypony else would too."

Suddenly, a voice above them asked, "Excuse me, but did somebody say they needed a camera?" Everyone looked up to see a Chao-looking robot hovering above all of their heads with a camera in its hands. They were so distracted that nobody noticed the spirit of a certain draconequus slip past them and into his statue.

"Omochao!" Tails exclaimed.

"At your service!" the robot replied. He held up his camera and asked, "What do you say we make some memories you can all take home with you?" All the party guests glanced at each other and smiled.

**Soon…**

Sonic's friends were all gathered around the picnic table area while Sonic and Tails stood near the tree, close to the fence. Omochao had left after he had taken the group shot and the individual pictures that some guests asked for, and now they were all saying their (for now) last goodbyes to each other. Gilda, Trixie, Zecora, Derpy, the Wonderbolts, Mayor Mare, Vinyl Scratch, and Octavia had finished saying their goodbyes and were waiting by the portal back to Equestria for everypony else. All that left was Spike, the Main Six, the Cutie Mark Crusaders, their family members, and the princesses of Equestria.

Pinkie was first up, bouncing up to Sonic and Tails and giving them both one last hug. She then stepped back and smiled, "Bye, guys! And don't worry; I Pinkie Promise I'll have a super duper reunion party ready for the next time we meet!" She then did the motions as she recited, "Cross my heart, hope to fly, stick a cupcake in my eye!"

As she trotted away, Tails looked at Sonic and commented, "So THAT's the Pinkie Promise." Sonic smiled back at him at that.

Next was Applejack, her family, and Little Strongheart. Granny Smith was the first to speak, "Thank ya kindly fer stickin' by mah granddaughter and her friends, young'uns. Both o' y'all and yer friends are all right."

Braeburn smiled sadly, "We'll miss y'all. Ah hope we get to see y'all again soon sometime." Little Strongheart nodded in agreement.

Apple Bloom said, "We'll make sure to find out what our cutie marks are so we can show ya next time we see ya." Babs blew her mane to the side and smiled softly at the duo.

Sonic smiled, "Well, don't go growing up too fast on us now, Apple Bloom. At least have a little fun along the way, you and the other Crusaders."

Applejack said, "Next time you're in Ponyville, y'all are welcome at Sweet Apple Acres from now on as honorary Apple Family members, just like all mah friends!"

Big Macintosh nodded, "Eeyup."

After the Apples and Little Strongheart started making their way over to the others, Fluttershy stepped up to Sonic and Tails, shifting her attention between them and the ground. "I… Um, well… It's just…" she stuttered, trying to find the words. When she looked up at them again, she noticed them offering their arms out and took the offer, flying over to them and hugging them tightly. "I'M GONNA MISS YOU!" she exclaimed in a very un-Fluttershy-like cry. Sonic and Tails patted her on the back and, after a few moments, she stepped back and smiled at the both of them before joining the others.

Rarity and Sweetie Belle stepped up next. The fashionista was the first to speak, "Well, while I can't say I particularly enjoyed everything we did together, I will say that it was most certainly fun in the end. When you find a way to come to Equestria again, darlings, I promise to show you as good a time as you showed me. As a lady and the Element of Generosity, it will be my pleasure!"

Sweetie nodded, "Yeah, what Rarity said. Just try not to bring any robots with you, okay? They make me feel kind of weird." She and Rarity then walked over to the others while Sonic and Tails shared a look.

Rainbow Dash and Scootaloo were next up. Rainbow immediately raised her left foreleg, prompting Sonic to hold up his left hand and they shared a high hoof. Tails looked at Scootaloo and held both of his hands in front of himself with his palms open. Scootaloo took the hint and, while flapping her tiny wings, leapt up and thumped both of her hooves against his palms. When she landed, she grinned, "You guys are awesome! Not as awesome as Rainbow Dash, but still awesome!"

Sonic shrugged jokingly, "Darn! Ah well, I'll just have to learn to live with that."

Rainbow laughed, "Yeah, you'd better!" She then smiled at them, "See you, true blue and egghead." She then lifted Scootaloo up with her hoof and flew her over to the others.

Twilight, Spike, Shining Armor, and Princess Cadance then stepped forward. Shining went first, "Sonic, I just wanted to thank you for everything you've done for my sister. You really went above and beyond the call of duty. And Tails, Sonic's really lucky to have a little brother like you." He then held his right hoof to his forehead, "I salute you both." Both Sonic and Tails raised their right hands to their foreheads, saluting him back. Cadance simply smiled at this gesture.

After they were finished, Twilight stepped forward, both her and Spike smiling at the duo. "I, uh… I really don't know what to say," Twilight confessed.

"That's okay, Twilight. You don't have to say anything," Sonic reassured her.

Tails nodded, "Yeah. But, Twilight…?" The lavender unicorn looked over at him, wondering what was on his mind. Tails reached into his tails and pulled out the Warp Ring. He then held it out to her, "Here, take it. You guys can think of it like a memento of our first adventure together."

Twilight asked, "Are you sure? What about you guys?"

Sonic replied, "Don't worry. We'll be fine without it. And who knows? Maybe you and your fancy magic can find a way to turn it into a trans-dimensional portal or something." Twilight smiled and took the ring with her magic, holding it up in front of her and looking at it for a moment before looking back at Sonic and Tails.

After a moment, Sonic held his right hand up while Tails held up his left hand. At this, Twilight reared up on her hind legs, Spike holding on tightly, and bumped her hooves against their hands. Once she was back on all fours again, she turned to the side while Spike got back into a normal sitting position. He was about to say something to her when he noticed Sonic and Tails still holding their hands out, this time down low. Spike smiled at this and raised his claws, clapping them both on their hands. With that, they all moved on to join the others.

Finally, Celestia and Luna stepped forward, Celestia holding Discord's statue up with her magic. Celestia spoke first, "No words can truly express how thankful we are for all that you and your friends have done, both for Equestria and your own world, Sonic. Believe me when I say that your actions and the events of this day will be remembered not only by everyone here and in Ponyville, but also the rest of Equestria. This day will long be remembered by all, I assure you."

Luna then stepped up next to her sister and said, "The sky of your world is much like the sky of Equestria. When you look up at the night sky, the stars' bright light will be echoing all of our thanks to all of you." Sonic and Tails nodded; Luna then raised her right hoof up, Sonic closing his left hand into a fist and bumping it against her hoof. The sisters then joined the rest of their ponies, who were now ready to return to Equestria.

Just as they were about to start leaving, Sonic called, "Hey Dash! Next time we see each other, how about we have a real race?"

Rainbow looked back at him over her shoulder, "Sounds awesome!" She then smirked, "It's a date!"

Predictably, Amy screamed, "WHAT?!" Rainbow started laughing as soon as she heard that, everyone else following suit soon after as they realized she was just joking (except for Amy, who was still fuming a bit). The Equestrians then started going back to Equestria while (almost) everyone waved to them, Gilda being the first to leave.

As Celestia, Luna, and the rest of the ponies started going through the portal, the Main Six and Spike looked back at Sonic and the others, getting one last look at their new friends seeing them off. They kept looking until it was just them left, at which point they all walked through the portal together, disappearing into its shimmering surface.

And just like that, it closed up, vanishing and leaving behind some rainbow-colored sparkles that vanished soon afterwards.

While everyone else kept waving at where the portal had been, Sonic simply put his left hand on his hip. As he looked at where the portal had been, he thought to himself, "_What a day this turned out to be! I had a huge adventure, got to have some fun with my friends, fought a huge monster, and, most of all, made friends with a bunch of ponies, a baby dragon, a zebra, a buffalo, and got a griffin for a new rival._"

He grinned to himself, "Best birthday ever!"

* * *

><p>HAPPY BIRTHDAY, SONIC!<p>

Okay, okay, it's probably a little late for that, but I still managed to finish this chapter on his birthday. I wish I could've gotten it up WAY earlier today and I'm sorry that it's being posted now of all times. Still, I finished it, and I hope I didn't sacrifice any of my usual quality by trying to get it done as soon as I possible.

Yes, I admit to altering the story slightly to remove the White Space scene that plays at the end of the credits in the game, but Discord obviously couldn't end up there. Right now, he's all wrapped up and ready to be redeemed in "Keep Calm and Flutter On", so he has to be returned to the present. As for Eggman, Orbot, and Cubot, I realize I could've put them in the White Space, but I don't think it would've been as interesting without Discord. Plus, and this is pure speculation on my part, I don't think Modern Eggman escaping the White Space is going to have much of an impact on the plot of "Sonic Lost World". Unless they pull a "Sonic X" and have Eggman learn about the Deadly Six immediately after escaping the White Space, similar to how he learned about Chaos after the second Chaos Control in the anime, I don't think Eggman escaping the White Space is going to mean much to the story. Yes, they tied in the ending of "Sonic Colo(u)rs" into the plot of "Sonic Generations", but I'm not sure they can do the same thing with the ending to "Sonic Generations".

Also, about the party. I know in the Console/PC version that after the Time Eater is destroyed, everyone is returned to the party with everything back to the way it was even though Sonic's chili dog has still been knocked into the air. I figure they ended up in a slightly alternate timeline where the Time Eater didn't completely trash their party. If you re-read the first chapter, though, I mentioned that the Time Eater sucked up all the food and decorations when it appeared. Since it was destroyed, the party can't be restored to normal here. That's the in-universe reason, but the out-of-universe reason is simply because I wanted Pinkie's talent for making and hosting parties to come up in this story. You can't possibly have a MLP: FiM story featuring someone's birthday without having a party organized by Pinkie Pie, can you? Well, unless it's a party for her, of course.

Anyway...

The opening sequence with Rainbow Dash waking up to whiteness is a reference to the aftermath of "Genesis" in the Archie comics, when Sonic is just waking up after causing Chaos Control and is briefly remembering the alternate Mobius.

Since Discord is ready to be reformed, his statue looks like it did in "Keep Calm and Flutter On". Since it looked different than it did at the end of "The Return of Harmony", this story is kind of a fan interpretation for why it looks different.

Gilda, Rainbow Dash, Spitfire, and Soarin being unable to catch up to Eggman is a reference to how he was able to briefly outrun Sonic in the Genesis games, "Sonic CD", and "Sonic 4". Cubot mentioning blast processing is a reference to the Sega Genesis itself.

The cake Pinkie makes for the party is based off the one seen in the Off-Panel of Sonic Universe #50, just with all the "50" references removed.

Orbot's mention of Eggman taking a night off every week to go somewhere is a reference to Eggman being a part of Bad-Anon in "Wreck-It Ralph". Sonic mentioning going to a party sometime is a reference to one of his cameos in the same movie.

Some of the things Spike says when he's playing with the Sonic and Amy figurines comes from the "Sonic X" episode "Cruise Blues". Some of Sonic's dialogue during the talks with Twilight and Pinkie comes from the episode "Friends 'til the End".

The talk about Sonic having a band is obviously a reference to "Sonic Underground", but Sonic's mention of Vector being a part of a band with him is a reference to the scrapped Sound Test from the original "Sonic the Hedgehog", which was supposed to feature Sonic and Vector together with several other band members playing the songs (the other band members eventually became the members of Mina Mongoose's band, the Forget Me Knots, in the Archie comics).

I'm only guessing when it comes to Pinkie's deepest insecurities, but based on the way she was acting in the episode "Wonderbolts Academy", I think it's safe to say she doesn't like the thought of losing any of her best friends.

Pinkie gets fizzy and explodes like she did in the episode "A Friend in Deed".

Omochao appearing with a camera to take a picture of everyone is a reference to the normal ending of "Sonic Advance 3", where Omochao appears with a camera to take a picture of Sonic, Tails, Knuckles, Amy, Cream, and Cheese.

Well, that's it, I think. I hope this chapter was as good as the previous chapters, and I'm sorry for making you all wait all day for it.

See you all next time! That's right, this story's not over yet!

Music:

Reboot - www. youtube. com watch?v=jJ9Mahjbl2k

Victory - www. youtube. com watch?v=LKgJhCiAMVk

A Broken Partnership - www. youtube. com watch?v=M_8cv9Fi8K0

Time to Party! - www. youtube. com watch?v=0gfniCDbbzg

Regroup, or...? - www. youtube. com watch?v=0lzBfgbl-vE

Pinkie Pie Party - www. youtube. com watch?v=aVac0HgHWho

One Last Talk - www. youtube. com watch?v=4hXnz_mvAKA

Passing on Knowledge - www. youtube. com watch?v=xTOBM2w3xjc

Sad Truth - www. youtube. com watch?v=aWHPbWIFEXg

The Magic of Friendship - www. youtube. com watch?v=ZDMaNSwQ7d4

Friends to the End - www. youtube. com watch?v=iISymyA3MwE

BONUS! If you like listening to music, here's an extra little treat for you: some of Vinyl Scratch and Octavia's playlist for Sonic's party!

www. youtube. com watch?v=aaojFmFnNKE

www. youtube. com watch?v=HU0Q6ISaV4c

www. youtube. com watch?v=DC9wtpcVm3M

www. youtube. com watch?v=Z6beNl1qCI0 (this is the song that was playing when the story switched back to the party)

www. youtube. com watch?v=lndJB0F4tYc (this is the song that Octavia played to)

www. youtube. com watch?v=vrEEgEVjY0c (this song played during Sonic and Twilight's talk)

www. youtube. com watch?v=SQs8zvhv3cI

www. youtube. com watch?v=5TQAjXSD1PY

www. youtube. com watch?v=p2IaIIKJgiY

www. youtube. com watch?v=O80wOO3dYwg (this is the song Sonic sang)

And finally, here's a deleted track from the playlist, a song that kind of ties into the lesson learned by the Main Six, and finally a 16-bit remix medley of some of the show's songs.

www. youtube. com watch?v=vcjso2HmQqo (this song is not part of the playlist due to its title; just for the record, I do not think Rainbow Dash is gay)

www. youtube. com watch?v=D3ZNtOcY_1A

www. youtube. com watch?v=EnHu3tYXkb4


	19. Epilogue: Special Delivery

The quiet tranquility of a checkerboard-patterned grass-covered field was disturbed as a blue blur suddenly shot across the grass, kicking up loose blades of grass behind it. While too fast for the naked eye to properly see, a closer look revealed it to be none other than Sonic, the blue hedgehog running while letting his arms dangle behind him. Interestingly, he held a blue and orange cylindrical tube in his right hand, the kind of tube that was often used to transport important documents around large buildings like hospitals. His hand gripped it tightly as he ran, ensuring that there was no chance he'd drop it.

Sonic grinned as he approached a raised section of grass, the rock beneath it adorned with checkerboard patterns similar to the grass. He came to an almost complete stop as he reached the front of it and leapt up, landing on top of the hill before jumping back down onto the grass below on the other side, landing in a crouched position. He took off a second later, running under a larger rock formation while flipping over a rock that had fallen inside and sliding out through the other side of the formation. After a few seconds, he rolled to get back on his feet and resumed running, dashing towards a shuttle loop and going through it before jumping off the edge that came shortly after the end, landing on his feet. "Heh, I love this place!" he smiled to himself as he continued on his way.

After a little while more of running, the blue hedgehog could see his destination coming into view: a small town near the beach with roads leading to the United Federation's capital city, up into the mountains, and going past the area he was in, known simply as Emerald Town. Coming to the edge of the green hill area, Sonic leapt down onto the road below, stopping for a moment. He then turned to his left and ran, at a slower pace, into the town, making a right at the third turn and passing by a house shaped like a familiar two-tailed fox's head. Just down the road from that was Tails' Lab, a mostly metal building that had a red circle with the fox's two tails in the center on its sides.

Sonic slowed down as he reached the corner and turned, coming to a stop in front of the building and turning to look at the black sliding doors that marked the entrance. A second later, they slid away from each other as they opened, revealing the lab's owner behind them. "Welcome back, Sonic!" Tails greeted.

"Hey, Tails! You knew I was coming, huh?" Sonic smiled.

Tails chuckled, "Well, yeah. I knew thanks to the tracker I put inside the capsule. When the signal started moving, I knew you had found it and would be back soon. Figured I might as well be ready for you. Come on in!" The fox turned around and walked into his lab, Sonic following him through the doors, which soon slid back into their closed position behind him.

Sonic let his eyes wander as the duo walked into the main room of the lab, looking over the large computers and metallic floors that made up Tails' lab. Unlike the fox's workshops, his lab didn't exactly have the same lived-in feel, seeing as he mainly used it when he had big projects that were harder to work on at his workshops and, due to how close it was to his house, he didn't stay overnight often. Looking over towards one side of the room, he saw the virtual reality system that Tails had set up for Emerl to use to hone his skills. Looking towards the center of the room, he saw Tails' latest project: a large mechanical tube stretching from the floor to the ceiling placed in the center of the aiming sight-like shape within the octagon that marked the middle of the room.

Following Tails over to a large computer panel that had some smaller screens above it and was hooked up to a supercomputer, Sonic placed the tube in his hand on top of the panel next to a framed picture while Tails sat down in a chair in front of the panel and began typing on the keyboard in front of him. Looking over at the fox, Sonic commented, "I gotta say, Tails, I'm impressed. It's only been two weeks and you've already come up with something that can breach the space between dimensions!"

Tails stopped typing and looked up at him, "Heh, thanks, Sonic! But remember, this is still just a prototype; it's got a long way to go before it'll be able to do what we want it to."

Sonic replied, "All the same, though, it's already proven to have teleporting capabilities similar to that device you built some time ago. If it can do that with just the regular energy you've been supplying, and you're sure you're done doing your research, we'll be one step closer to seeing Equestria and everyone there again."

Tails nodded, "Right." Looking over to his left towards the tube in the center of the room, the cables for which were connected to the side of the panel in front of him, he explained, "After reviewing all the information on Equestrian magic that Twilight gave me, I've come to the conclusion that Chaos energy and pony magic are actually very similar. With a burst of the Chaos Emeralds' power, a small Chaos Control can be generated and transfer physical matter across time and space. While it's like this, it can be converted into a form that can be focused and picked up by magic users, thus returning it to normal."

Sonic asked, "So Conservation of Mass is maintained in a sense?"

Tails nodded, "Exactly. That's how Twilight was able to conjure up her glasses, and why Spike is able to send letters to Princess Celestia with that green fire he breathes. The Chaos Emeralds, essentially, are able to do the same thing through the energy they contain. As such, if we can cause a Chaos Control strong enough to break the barrier and convert matter, it should be picked up by a receiver in Equestria and converted back into matter."

Sonic said, "Well, it sounds like you've got everything covered, Tails."

Tails replied, "We'll see. All the other tests on this device have checked out so far. Now it's time for the big one." He looked over to the right, where he had his radar hooked up to his computers. Standing up and walking over to it, he grabbed a screwdriver he left on the panel with his right hand and picked up the radar in his left hand.

As he flipped it over so he was looking at the cover on the back, Sonic asked, "You sure you're not going to ruin your radar by doing this?"

While beginning to loosen the screws holding the cover on, Tails answered, "It should be fine. I've already hooked it up to the lab computers, so it's getting a steady stream of power. And just to be on the safe side, I made sure to copy all the data on it onto my computers so I have an extra copy as back-up in case something does happen to my radar. I don't want to lose any of my data, especially after it's helped me to, hopefully, root out any hiccups in my new transporter."

Sonic smiled, "Thinking ahead as usual, Tails. I'm sure it'll be fine." Tails finished loosening the last screw and, after pulling it out, removed the cover. He then pulled the Chaos Drives inside the radar out and set the radar back down on the panel. He then grabbed the spare Power Cores he had salvaged from the Egg Pawns back in Frog Forest from inside one of the drawers on the panel and turned and walked past Sonic, the hedgehog watching as he walked over to the tube in the middle of the room and installed the Chaos Drives and Power Cores into it.

Afterwards, Tails walked back over to Sonic and asked, "Did you bring it?"

Sonic nodded, "Of course I did! I've been hanging onto it since we wrote it!" He reached into his quills with his right hand and pulled out the scroll Twilight had let Tails keep, the seal on it still intact. He held it out to the fox, "You want to look it over one last time?" Tails nodded and took the scroll in his hands, sliding the seal off and setting it on top of the panel while he unrolled the scroll and started reading it to himself.

After a minute, Tails looked up at Sonic and said, "Looks good to me. I'd say it's ready to be sent!" He rolled the parchment back up and slid the seal back onto it to keep it closed. He then handed it back to Sonic and grabbed the tube sitting on top of the panel with both hands, sliding it open on the top with his left hand and holding it out to Sonic, who slid the scroll inside and let Tails close it. The fox then held the tube between both hands and stared down at it for a moment.

Sonic noticed this and asked, "Tails?"

The fox shook his head and looked up at Sonic and said, "Sorry. It's just… if the time-space transfer is successful, we'll have no way of knowing whether it makes it to Equestria or not. I know the signal from the transmitter can be picked up from anywhere on the planet, but I don't think it can be picked up from anywhere else, least of all another dimension. I just hope it works."

Sonic placed a hand on his shoulder, "Tails, I know you. Sure, you've had moments where things don't work out as you expect them to, like when you were trying to calibrate your machine to understand the Wisps or the Tornado 2 not having landing gear, but the rest of the time you're spot-on. Your machine's gonna work. I know it will."

Tails smiled, "Right, of course." While holding the tube containing the letter in his left hand, he turned and walked over to his machine. When he was standing in front of it, in front of the glass part that joined the two black parts, he pressed a button on the tube, causing the glass part to slide up into the top of the machine. Tails then set the cylinder in his hand inside and pressed the button again, causing the glass to slide back down around the cylinder.

He then walked back over to the computer, taking his seat and checking the systems one last time as Sonic came up to stand behind him and to his left. After a moment, Tails looked up and nodded, "Everything checks out. Here goes." He raised his right hand and placed it on top of a lever on the panel, wrapping his fingers around the top of it. Sonic reached over and placed his right hand on top of Tails' a moment later, Tails turning his head to smile up at him and the hedgehog returning the smile. Tails then turned to look back at the computer screen, both him and Sonic pushing the lever up together. They both let go once it was all the way up and turned their heads to look at the tube.

The machine started humming as it powered up, then, a few moments later, the inside of the glass began to glow brighter. After a few seconds, electricity began to fill the inside of the tube, surrounding the cylinder on the inside. As the duo watched, the light on the inside of the machine began to change colors, likely due to the Chaos Drives and Power Cores. The light began to look more like an aurora, multiple colors appearing as the light filled the tube. Soon, it completely blocked out Sonic and Tails' view of the cylinder inside and, after a couple of seconds, a bright flash erupted that forced them to turn away. When it died down and they looked back at the machine, they could no longer see the cylinder inside the large tube.

Sonic spoke first, "Tails?"

The fox turned back to his panel and typed something in. After several seconds, he replied, "I'm not picking up the signal from the transmitter. Wherever it is, it's not on this planet anymore."

Sonic smiled, "So it's on its way."

Tails nodded, "Yep. Just about drained the Power Cores and Chaos Drives to do it, but as far as I can tell, it worked."

Sonic said, "Twilight and her friends ought to be thrilled when they get our letter."

Tails replied, "Yeah." He looked at the picture sitting on his panel, which displayed the group shot Omochao had taken at the end of Sonic's birthday party. As expected, Sonic, Tails, Spike, the Main Six, and the Cutie Mark Crusaders were front and center with everyone else gathered around them and the picnic table. The remnants of the birthday cake Pinkie had prepared could also be seen, sitting in the middle of the table. "I wonder what's going on with them right now," Tails thought aloud.

Sonic came up behind his seat and said, "They're probably having plenty of adventures of their own back home. I'm sure they'll have plenty of stories to tell us next time we see them."

Tails looked back at him over his shoulder, "And we'll have stories to tell them too, right?"

Sonic nodded, "Yeah. Speaking of which, you've been helping with the planning for this year's All-Stars Racing Gran Prix, right? How's that going?"

Tails replied, "It's going well. After hearing about that whole invitation mess at the Olympics, the planning committee took no chances with the invitations to the races. Once they were all finished, they were promptly sent out. That was a few days ago; they should make it to everyone who competed last year soon."

Sonic asked, "Anyone new going to be showing up?"

Tails answered, "Yep. The committee approved some of the new entrants that wanted to sign up and sent invitations to them as well. I didn't see the full list, but it looks like we're going to be joined by a racing superstar and your new friend Ralph."

Sonic smiled, "Sweet! He is a nice guy when he's off the job. Maybe he'll get to win a medal or a trophy to take home with him." He then said, "Hey, I heard a rumor that there's going to be water and air racing in addition to the racing from last year. Is that true?"

Tails nodded, "Yeah, but don't worry. I've already started on some blueprints for new racers for us. They're at my workshop; I'll make sure to have them ready in time." Sonic nodded and they both looked back at the group picture. While looking at the gathering, Tails eyed the Elements of Harmony and Chip's necklace and held a hand to his chin in thought.

Sonic's eyes moved to the side and he noticed the contemplative look on the fox's face. "Something on your mind, Tails?" he asked.

Tails lowered his hand and replied, "Sort of. Ever since that day, I've kind of been wondering why Chip's necklace reacted the way it did with the Elements of Harmony. It's like they worked perfectly with one another, like they were the same thing, which is a bit odd." He looked back at Sonic, "Chip's necklace isn't an Element of Harmony, right?"

Sonic shrugged, "Beats me. Chip has been around for millions of years, though. Even if he doesn't usually take the form we saw him in when Eggman broke the planet apart, that necklace has probably been around as long as he has. And since Light Gaia represents positive traits…"

Tails hummed to himself and looked back at the picture, "Is there a connection? Have the Elements of Harmony existed for longer than a thousand years? Is there more to Chip's necklace than we know about?"

Sonic said, "Well, it'll be a while before you can get all your questions answered, Tails. But we both know somebody who can answer some of them and help you come up with theories now. Plus I'm sure he'd like to hear about what's been going on with us lately."

Tails smiled, "Professor Pickle! That's a great idea, Sonic!" He stood up from his chair, "Last time I talked to him, he said he was leaving Shamar and going back to Spagonia. I'm sure he's back at Spagonia University now."

Sonic spoke, "Really? Well, let's go pay him a visit, then."

Tails nodded, "Okay! I left the Tornado-1 at my workshop in Central City. Let's give it some time up in the air and fly to Spagonia together." Sonic nodded and they both left the lab, Tails locking the door behind him as they stepped outside. They both then sped through Emerald Town, turning right after they passed Tails' house and heading into Central City.

A short while later, Tails sat in the Tornado-1's pilot seat while Sonic stood behind him on the platform on the plane's tail. Tails guided the plane onto the start of the runway next to his workshop, stopping for a moment once it was pointed straight towards the other end of the runway. He then looked behind him and up at Sonic and asked, "All ready to go, Sonic?"

Sonic held his right thumb up, "You bet. Let's go, bro!" Tails smiled and raised his right hand up, closing it into a fist and bumping it against Sonic's. He then faced forward, placing both hands on the sides of his Miles Electronic while Sonic held onto the handles in front of him with both hands. The fox then set the plane moving again, the plane accelerating as it started down the runway.

As the Tornado-1 got closer to the end of the runway, Tails pulled back, causing the bi-plane to begin lifting off the ground. It was soon off the ground completely and heading straight up, climbing up over the low-lying buildings past the end of the runway and clearing the wire fence at the end. With the takeoff successful, Tails plotted a course for Spagonia, the Tornado-1 and its occupants flying off into the clear blue skies.

* * *

><p>Princess Celestia was lying down on her mat in front of the fireplace in her private chamber, a quill under the influence of her magic gliding across the scroll in front of her when she heard a knock at her door. Pausing for a moment, she turned slightly on her mat so she could turn her head easier and called, "Come in."<p>

The doors opened inward and a familiar dark blue alicorn stepped through them, the sight of her bringing a smile to Celestia's face. "Good afternoon, sister. I hope I am not interrupting anything?" Luna wondered.

Celestia replied, "Not at all, Luna. My meetings this morning turned out to be shorter than expected and I was able to finish looking over the new petitions that were brought in yesterday and decide on them, so I decided to take a little break until my scheduled afternoon appointments start." As she spoke, she held her quill up so Luna could see.

The blue alicorn eyed the quill and craned her neck to try to see what her sister had been doing. She caught a glimpse of the scroll sitting on the mat before Celestia moved slightly, blocking her view. Looking back at her sister, she asked, "Are you planning to put in a new stained glass window, Celestia?"

The white alicorn's eyes shifted down in the direction of the scroll before looking back at her little sister and replying, "Possibly." She turned her head to look down at it, regarding her work. Her sketch depicted what the finality of Eggman and Discord's plot might look like in stained glass form. At the bottom stood everyone who had been present at the final battle; above them, the Bearers of Harmony were enclosed by a large version of Chip's necklace, which had Super Sonic floating in front of the necklace's jewel. The Bearers were shooting the power of their Elements up at the jewel, all of them coalescing and exiting the jewel as a rainbow that was fired up at the Time Eater, Dr. Eggman, and Discord.

After looking at it for a moment, Celestia used her magic to roll up the scroll and placed her quill back in its pot before turning back to Luna and asking, "So what can I do for you, Luna?"

The younger alicorn replied, "I was wondering if you were hungry yet, Celestia. Princess Cadance and Prince Shining Armor arrived at the castle a few minutes ago for the royal luncheon. I told them I would get you and asked an orange pegasus guard to lead them to the Royal Dining Hall."

Celestia chuckled, "Ah yes, the luncheon. I almost forgot that was today." She stood up and walked over to her desk, picking up a scroll and tucking it under her right wing. She then walked over to Luna, "It feels like it's been a long time since I last saw them. Let's not keep them waiting any longer." Luna turned and exited the chamber, Celestia following her and using her magic to pull the doors closed behind her. The guards standing at the sides of the entrance stood at attention until the two sisters left their sight, at which point they relaxed slightly.

After a short walk, the sisters arrived at the door to the Royal Dining Hall, a unicorn guard saluting and using his magic to open the door for them. They stepped inside and found Princess Cadance and Shining Armor sitting together to their left. The royal couple stood up when the two alicorns entered, Cadance happily saying, "Aunt Celestia, Aunt Luna! It's so good to see you again!"

As she and Celestia walked to the other side of the table, Luna said, "Celestia and I are in agreement, Cadance. It has only been two weeks, yet it feels as though it has been much longer than that."

Shining replied, "We were actually thinking the same thing just now, Princess Luna."

Celestia chuckled as she and Luna sat down together, "I see great minds think alike." Soon afterwards, the castle chef and an assortment of servants entered the room, the servants pushing carts that had covered dishes on them. It didn't take long for the servants to serve the princesses and Shining Armor and, once the meal started, both sides launched into conversation about recent affairs in both Canterlot and the Crystal Empire.

When the four ponies got to the end of their meal, Princess Cadance asked, "So Aunt Celestia… have you heard anything from the Equestria Games Committee?"

Celestia nodded, "Indeed I have, Cadance." Using her magic, she pulled the scroll out from under her wing and levitated it over to the pink alicorn while saying, "This arrived just the other day. I believe it will explain things better than I'll be able to."

Cadance took the scroll in her magic and unfurled it once it was in front of her. She read it to herself quietly, Shining trying to read it over her shoulder. He didn't get far before Cadance exclaimed, "YES!" She spun around in her seat and hugged Shining tightly, "The Committee approved it! They're going to send their inspector, Ms. Harshwhinny, out to the Crystal Empire!"

Shining wheezed, "That's great, Cadance… Um, could you let go now…?" Cadance blushed and quickly released her grip on the stallion, smiling sheepishly at him and chuckling a bit. After Shining caught his breath, he gave a chuckle of his own before saying, "I'm excited too, Cadance, and I know the crystal ponies are going to be excited when they hear this, but we still need to be ready for the inspector's arrival. Are we going to have enough time to prepare?"

Cadance reassured him, "We'll have plenty of time, Shiny. Just look at the date!" She turned the letter towards him and let him take it in his own magic while she said, "This will be great! It'll be the perfect excuse for a spa visit, and I can even get my hair done up the traditional Crystal Empire way! We'll be sure to give the inspector a personal tour of the Crystal Empire and give her plenty of reason for it to host this year's Equestria Games together!"

Shining lowered the letter and looked up at Cadance, "Actually, Cadance… I don't know if I'll be available to greet her." Cadance looked confused, so he explained, "We just finished finalizing the training schedule for the Games, and on that day, I'm going to be coaching for the Track and Field events. I don't know how much free time I'm going to have that day, and if you're going to get your hair done up nice and it takes longer than expected, I'm not sure either of us will be available to greet this Ms. Harshwhinny."

Cadance held a hoof to her chin, "Oh… I hadn't thought about that. What'll we do if that does happen?"

Luna cleared her throat, causing both Shining Armor and Cadance to turn and look at her. The Lunar Princess then said, "If I might make a suggestion, perhaps you could invite Twilight Sparkle and her friends to come to the Crystal Empire on that day. If something should come up, perhaps they can help you, whether it involves meeting with this Ms. Harshwhinny or helping to sway her approval in the Crystal Empire's favor."

Cadance smiled, "Aunt Luna, that's a wonderful idea! I don't like the idea of inviting Twilight and her friends to the Crystal Empire without a good reason, and this would definitely be a good reason! It'll even give me a chance to try something with Twilight!"

Shining looked at her in confusion, "Try what?"

Cadance winked at him, "Don't worry, Shiny. During his birthday party, Sonic mentioned he noticed something about Twilight to me. I thought about what he said and I think I might be able to help Twilight deal with some of her anxiety." Shining nodded, though he was still a little confused. Cadance then thought out loud, "Oh, it's too bad Sonic and his friends aren't here. They could probably help greet the inspector too, and knowing them, they'd like to compete in the Equestria Games too."

A sly smile grew on Celestia's face and she said, "Actually, it's probably better that they aren't here for this." When everypony looked at her, she explained, "If I remember correctly, Ms. Harshwhinny is a bit of a stickler and something of a perfectionist. She might not like seeing animals running around the Crystal Empire, especially if she hasn't heard of them yet. In fact, even the sight of a dragon scale might upset her enough to make her immediately rule out the Crystal Empire as a host for the Games."

Shining raised an eyebrow, "Are you sure, Princess Celestia? That seems a bit… well, harsh for an inspector."

Celestia shrugged, "Well, that's only what I've heard, Shining Armor. I've been at the Equestria Games in the past, and everypony I've talked to has told me she's rather strict. That's apparently the reputation she's made for herself."

Cadance tapped her chin with her hoof, "Hmm… This might require a little bit of research. In any case, I should write a letter to Twilight and her friends to let them know about this." She stood up and said, "Please excuse me, aunts, but I should probably take care of this now while I'm thinking about it."

Celestia replied, "Of course, Cadance. I've made sure to tell the maids to keep your old private keep clean in case you ever visited for an extended period of time. It should look exactly the way you remember it, so take care of what you need to while you're here. This is still your home, and you are more than welcome in it."

Cadance nodded, "Thank you, Auntie Celestia!"

Shining stood up, "I'll go with you, Cadance. There are a couple ponies I'd like to see while we're here anyway."

Celestia and Luna stood up as well and followed the couple to the door. The two ponies stood outside the doors while the sisters stood in the doorway, Celestia reminding them, "The next train to the Crystal Empire won't be leaving until later this afternoon, so be sure to enjoy your time here in Canterlot, both of you. We'll be sure to come find you when it's closer to that time if you've both been gone for a while." Both Shining Armor and Cadance thanked her and they both walked away, heading to the right down the castle hallway.

Once the couple was out of sight, Luna looked up at Celestia and asked, "Why did you say that, Celestia?"

The white alicorn glanced down at her in confusion, "What do you mean, Luna?"

Luna answered, "You didn't have to refer to Sonic and his friends simply as 'animals'. And what was that comment about dragon scales for? Were you implying that this Ms. Harshwhinny does not like dragons?"

Celestia turned to walk away, but motioned for Luna to follow her, the blue alicorn walking alongside her as they walked to the left down the hallway. "Luna, I do not think of Sonic, Tails, or any of their friends as mere animals, but anypony that doesn't live in Ponyville and possibly the Crystal Empire might. And I was merely giving Cadance a possible example of how strict Ms. Harshwhinny is said to be. She's a new inspector; all I know about her is what I've heard other ponies say."

Luna said, "Surely she'd make an exception for the hero of the Crystal Empire. Need I remind you that Twilight said that Spike delivered the Crystal Heart to Princess Cadance?"

Celestia replied, "First of all, it was more of a group victory between Spike, Twilight, Princess Cadance, Shining Armor, and the crystal ponies. Twilight found the Crystal Heart, Spike took it with him, Cadance and Shining Armor worked together to get it in place, and the crystal ponies gave it its power. Second, I highly doubt my niece would not invite Spike, but ultimately, it is her decision."

Luna released a miniscule sigh as she looked forward. She then spoke, "Sister… it has been two weeks. Surely you have not forgotten what that Dr. Eggman said to you already?"

Celestia tensed up slightly, but calmly replied, "I have not."

Luna asked, "So why do you continue to play these games? I admit to playing games with ponies myself, but you said you would do your best not to 'troll' everypony so much, especially Twilight Sparkle. When are you going to start doing that? When are you going to stop referring to Twilight as your most faithful student? She may still be growing, but she's made a home for herself in Ponyville. Surely she's not much of a student anymore, and I already expressed my misgivings on referring to her mission to help the Crystal Empire as a 'test' to you."

By this time, they had reached the doors leading to Celestia's chamber. As she stepped in front of the doors, Celestia turned her head to look back at Luna and said, "Luna, you can be quite the worrywart yourself. Twilight still has some work to do, but soon she truly won't be a student. As a matter of fact, I have something I need to do to help speed that along."

Luna cocked her head, "What are you planning?"

Celestia winked, "That's my secret, little sister." Luna gave her an exasperated look, but Celestia simply turned her head and used her magic to open the doors to her chamber.

Before she could pass through the doors, Luna, deciding she wasn't going to be one-upped so easily, spoke, "Very well then, Celestia. You go do whatever you're planning to do, and I'll do what I'm planning to do." She turned and started walking away as she finished, "And unlike your 'soon' for Twilight Sparkle, my plans will be coming to fruition tonight."

Celestia stopped at that and turned her head to look back at Luna. "Tonight…? What are you going to do, Luna?"

The blue alicorn stopped and looked back over her shoulder. She then winked, "That's my secret, big sister." Celestia pouted and stuck her tongue out at Luna, causing the younger alicorn to giggle as she continued on her way. Celestia watched her for a moment before shaking her head and going into her chamber, closing the doors behind her.

Inside, Celestia walked over to her desk, upon which sat a black book that had two stars swirling around on its cover. Celestia looked down at it for a moment before picking it up with her magic and holding it in front of her. "_Star Swirl the Bearded's spell book…_" She levitated up a small, light brown parcel and a piece of parchment with writing on it, sliding both the book and the paper inside. She then sealed the flap with a red sticker and placed the address for the Golden Oak Library on the package. It was all set to be mailed out.

She set the package down on her desk and looked at it. "_If anypony can finish Star Swirl the Bearded's unfinished spell, it's you, Twilight. But first…_" She turned her attention away from the package and walked over to her bookcase. Using her magic, she pulled out a book with a brown cover that she had been reading extensively and opened it to the correct page. "_First we must see if what Sonic thinks can come true. We must find out if Discord can be reformed or not._"

She sighed softly to herself, "_But I can't give this task to Twilight. I don't know what Discord did to her and Sonic, and hopefully I'll never have to know, but I don't think she will be a good choice to be in charge of him. Whatever happened will surely still be heavy on her mind, which I cannot blame her for. Perhaps one of her friends would be a better choice. Perhaps Fluttershy can do it?_" She nodded to herself, "_Yes, perhaps she will be willing enough to give him another chance. Perhaps the Element of Kindness can get through to him. Either way, whether this works out or not, with this spell, the Elements will be safe from his magic, and they'll be in Twilight's possession._" Her eyes shifted back to the parcel on her desk,"_And then, after that is done… perhaps I will be able to spend more time with Twilight, try to make up for lost time._"

She turned and, while still carrying the book with her magic, headed for the chamber doors. As she passed by her mat, she sensed something and came to a stop. It felt like a strange burst of magic, similar to the one she sensed around the time the Time Eater was sent to Equestria, but much more faint. She turned her head to look at the scroll sitting on the mat, eying it for a moment before continuing on her way. "_Stranger things have happened, I suppose,_" she thought to herself as she left her private chamber.

**Meanwhile, in Ponyville**

The bell at the Ponyville Schoolhouse rang, signaling the end of another school day for Ponyville's little ponies. Normally, there would be ponies that left right after the bell while others were slower getting out for any number of reasons, but that was not the case today. Apple Bloom, Sweetie Belle, and Scootaloo found themselves flanked behind and on their sides by most of their classmates as they left the schoolhouse, though they did ease off slightly as the three fillies stepped out through the door and walked down the front steps and onto the cobblestone road.

Almost as soon as they reached the ground, however, the ponies swarmed around them like they had just gotten their cutie marks, Snips crying, "Aw, come on! We want to see it!"

Snails nodded, "Come on, just one little look, eh?"

Sweetie Belle tapped her chin with a hoof thoughtfully, "Um, I don't know…"

Twist stepped closer to Apple Bloom and asked, "Pleathe, Apple Bloom? I thowed you my cutie mark when I got it, and you had no problem thowing uth your cutie pox cutie markth. Why can't you thow uth your picture?"

Apple Bloom replied, "Twist, just 'cause we said 'no' earlier doesn't mean we ain't gonna show it ta y'all."

Snips whined, "Then why won't you show us NOW?!" His question caused all the ponies to start clamoring, all of them wanting to see the picture in Apple Bloom's saddlebags.

Scootaloo finally said, "All right, calm down, everypony! We'll show you the picture!" The other ponies cheered while the orange pegasus filly walked over to Apple Bloom and dug her head inside her left saddlebag. She then pulled her head out, her mouth gently closed around the top of a photograph. The ponies all gathered around to get a good look at it.

The picture showed Sonic, Tails, and the Cutie Mark Crusaders together, Sonic and Tails standing up beside each other while the Crusaders hung on both of them. Apple Bloom was seated in the crook of Sonic's left arm with an open mouthed smile, the hedgehog's right thumb pointing up, while Babs was perched on his right shoulder, giving a sideways glance at the camera with a smile. Sweetie Belle and Scootaloo were perched on Tails' left and right shoulders respectively, the fox holding his left hand up slightly to wave at the camera while Sweetie Belle was smiling with her mouth open and Scootaloo's smile showed some of her teeth.

After looking at the picture for a couple of seconds, Snails asked, "Uh, which one is who again?"

Apple Bloom spoke first, "The blue hedgehog on the left is Sonic!"

Sweetie Belle nodded, "And the two-tailed fox on the right is Tails!"

Snails said, "Ah~. So you three were with them the whole time?"

Scootaloo slid the picture back into Apple Bloom's saddlebag and answered, "Well, not the whole time, but yeah, we tagged along for some of that adventure."

Snips asked, "What were they like? Were they cool?!"

Scootaloo replied, "Yeah, like ice cold!"

Pipsqueak asked, "Were they really friends with Princess Luna?"

Apple Bloom nodded, "Absolutely!"

Featherweight asked, "Did either of them fly?"

Sweetie Belle smiled, "They both flew all over the place!"

Rumble asked, "Was Tails Sonic's best friend?"

Apple Bloom replied, "He was like his little brother!"

Twist asked, "Were Sonic's spikes sharp?"

Sweetie Belle nodded, "I was waiting for him to get stuck in something!"

Shady Daze said, "They sound like big stars! Did they shine like stars?"

Scootaloo grinned, "You could just about go blind looking at them!"

The Crusaders' classmates started chattering excitedly amongst themselves at these answers, the general consensus being that Sonic and Tails were amazing. Unfortunately, the excitement was interrupted by Diamond Tiara's voice, "Are you serious?" Everypony turned to see the two rich ponies standing at the top of the steps.

"All of you actually think a blue hedgehog and a two-tailed fox are great? Please!" Silver Spoon said, though given the way she glanced over at Diamond Tiara after she was finished speaking, one had to wonder if she was simply saying what her fellow earth pony wanted to hear.

"What's the big deal about them? They sure didn't seem all that amazing to me! What did they actually do that you're all gawking over?" Diamond Tiara snidely asked.

Scootaloo spoke up, "They're heroes, Diamond Tiara, and they saved all of Equestria along with their own world! You're just mad because Sonic made sure your dad finally gave you what you deserve!" Most of the other ponies nodded at this.

Diamond Tiara glared, "Well, yeah! I'm still in trouble with my dad thanks to that blue tattletale! My dad would have listened to me if he hadn't been such a… such a cheater!"

Sweetie Belle raised an eyebrow, "Cheater? That's the best you can come up with?"

Apple Bloom added, "And how did he cheat anyway, Diamond Tiara? By not bein' a bully like you and showin' yer dad proof that ya are? 'Sides, ya had no right ta say what ya did about Trixie, 'specially after she helped protect Ponyville from them dark creatures!"

Diamond Tiara retorted, "So? She could still be a fraud! She always liked to talk big; I wouldn't be surprised if she's making plans to mess with some other town right now!"

Apple Bloom replied, "Yeah, well, you don't know that! You have no idea what she's like now, so why don't ya quit bein' rude fer a change!"

Scootaloo smirked, "Yeah! Isn't that what got you in trouble with your dad in the first place?" A few giggles rose up at that.

Diamond Tiara glared angrily at the Cutie Mark Crusaders, getting ready to say something. Before she could, however, Cheerilee stepped out of the schoolhouse and stopped just behind the magenta filly and Silver Spoon. She looked at her students, "Oh my! Is there something going on out here?"

Her class, except for Silver Spoon and Diamond Tiara, answered all together, "No, Miss Cheerilee!"

The schoolteacher replied, "Oh. I heard shouting and thought there was something wrong." She was silent for a moment before she said, "Well, if anypony has anything else that they want to ask me about, I'll be here for a little longer. Otherwise, I'll see you all on Monday!" The ponies all nodded, the Cutie Mark Crusaders, Pipsqueak, Featherweight, and Rumble turning and walking away from the schoolhouse afterwards while Twist, Shady Daze, Snips, and Snails decided to stay a little longer, all of them having thought of something to ask Cheerilee.

Diamond Tiara and Silver Spoon decided there was no point in hanging around and started walking after the leaving ponies, their eyes focused on Apple Bloom, Scootaloo, and Sweetie Belle. As they got close to the end of the fences, however, the two rich ponies spotted Filthy Rich waiting along the side of the fence on their right. The business pony greeted their classmates, who returned the greeting, and then quickly intercepted his daughter, Silver Spoon slinking away to stand off to the side.

While Filthy Rich was talking to Diamond Tiara and Silver Spoon listened in, Scootaloo, Sweetie Belle, and Apple Bloom said goodbye to Featherweight, Pipsqueak, and Rumble, the three colts heading for home while the Crusaders turned and walked the other way. As they walked, Sweetie Belle asked, "Hey, what do you guys think Sonic and his friends are up to now?"

Apple Bloom shrugged, "Who knows? They're probably all back to doin' whatever they normally do and are havin' fun." She smiled, "And we're gonna have fun at Pinkie Pie's party later, right?" Sweetie Belle smiled and nodded at her.

Scootaloo asked, "Hey Apple Bloom, can I have that picture?"

The olive filly replied, "Sure Scootaloo, what for?"

The orange pegasus answered, "I just want to take it to the clubhouse and put it somewhere safe. Sonic and Tails agreed to have their picture taken with us for our club scrapbook and I don't want anything to happen to it."

Apple Bloom nodded, "Okay." She turned her head and dug into her left saddlebag, soon pulling out the picture. She then walked over to Scootaloo and stuffed into her right saddlebag. She then stepped back and said, "Ah gotta go help Applejack with some work on the farm, so Ah'll see y'all later at Pinkie's party, okay?" Sweetie Belle and Scootaloo nodded and the three fillies went their separate ways for the time being.

**Soon, at Fluttershy's cottage**

Fluttershy stepped out of the front door of her cottage, the strap for a pair of saddlebags in her mouth and the saddlebags dangling as she walked over to Zecora, the zebra standing a short distance from the front door with her head turned to the left to look at the shy pegasus. As Fluttershy got closer, Zecora bent down and allowed her to place her saddlebags on her back. Once they were securely in place, Fluttershy stepped back and said, "There you are, Zecora. I hope those are all of the herbs you were looking for."

Zecora stood up and turned her head to look at the pegasus again. "Do not worry, oh shy friend of mine. I am sure what you have gathered will do just fine. This mix will not take long to blend. I will see you at Pinkie Pie's party later, my good friend," the zebra replied before turning and starting to walk away from Fluttershy's cottage. Fluttershy waved to her as she headed back into the Everfree Forest.

After the zebra left her sight, Fluttershy turned to go back into her cottage, only to stop when she heard a familiar voice calling to her, "Hey, Fluttershy!" The shy pegasus turned and looked up to see Derpy descending towards her, a familiar mailbag dangling from her shoulder.

Once the gray pegasus was closer, Fluttershy smiled, "Oh, hello there, Derpy. You're early today."

The mailmare replied, "I know! I wanted to get a head start on my deliveries for the day." She reached her muzzle into her mailbag and came back out with a few envelopes in her mouth, which she gave to Fluttershy. She then said, "I'll see you later, Fluttershy! I've just got a few more stops I need to make before my boss will let me go for today!" Fluttershy nodded and waved to Derpy as she turned and flew away, the wall-eyed pegasus waving back and narrowly avoiding crashing into a tree. Afterwards, Fluttershy walked into her cottage and closed the door behind her.

A short while later, after feeding her animals and sorting through her mail with Angel Bunny's help (she may have already won ten million bits, apparently), Fluttershy stepped out of her cottage and pulled the door closed. She then spread her wings and, after taking a moment to breathe in the air, flapped them and took to the air. She flew at a gentle pace as she enjoyed the nice weather, not really in a hurry to get to her destination.

Despite her relaxed speed, she soon arrived at her intended destination: Rainbow Dash's cloud home. As it came into view, so too did the house's owner, the cyan pegasus flying over, under, and around her home, though not as fast as she usually did. As Fluttershy got closer, she noticed Rainbow Dash was holding Scootaloo up in her left hoof, the orange filly's body pointing out in a flying stance as Rainbow Dash carried her through the air. Fluttershy smiled at this and flew over to the cloud home, landing on the edge of the cloud as Rainbow Dash flew around her house again.

As Rainbow Dash flew back around, Scootaloo spotted Fluttershy standing on the cloud and called, "Hey Fluttershy!" Rainbow turned her head at that and looked down to see her shy friend waving up at her and Scootaloo.

Rainbow slowed down and turned around, landing on the cloud by Fluttershy and setting Scootaloo down. She then said, "Hey Fluttershy. What's up?"

Fluttershy replied, "Oh, um, I'm sorry if I interrupted anything, Rainbow Dash. It's just that Pinkie Pie's party will be starting soon and I was wondering if you were ready to go."

Rainbow smiled, "Oh yeah, I'm ready to go. I just wanted to give Scootaloo a quick lesson before we headed over to Sugarcube Corner, that's all." She looked down at the orange filly and asked, "You feel like riding on my back, Scoots?"

Scootaloo smiled widely, "Of course I do, Rainbow Dash!" Rainbow Dash bent down at that and the orange filly clambered up onto her back, quickly getting comfortable and making sure she had a good grip.

Rainbow Dash then turned to Fluttershy and asked, "See? We're ready to go. How about you, Fluttershy? You ready to go?" The pink-maned pegasus nodded and they both spread their wings, taking off and flying in the direction of Sugarcube Corner.

**Meanwhile, at Carousel Boutique**

"Rarity, are you almost done?! We have to get going soon!" Sweetie Belle called up the stairs to her sister. The younger unicorn was beginning to trot impatiently in place, ready to go.

Up in her room, Rarity was putting the finishing touches on an order, looking down at her creation through her orange glasses as her hooves guided it on her sewing machine. After a couple of seconds, the machine stopped and Rarity used her magic to pick up the dark violet dress, taking it off the machine and holding it up to examine it carefully. After a moment, she responded to her sister, "I'm finished, Sweetie Belle~! I'll be down in a moment!" She used her magic to remove her glasses, placing them atop her table, and levitated the dress over to one of her ponnequins, putting the dress on it for the time being.

She then began to use her magic to pick up the thread and material she had lying around that had been used to fill this order. As she placed the last roll of material back where it belonged, her eyes caught sight of a drawing she'd set on the edge of her sewing table. It depicted Rarity's idea for her first pony kimono; no doubt she planned to base it off the one Hualin had shown her. "_I still have to order the proper material to make it perfect. Even if it is my first one, there's no reason why I shouldn't make it as good as possible!_" she thought to herself. She held a hoof to her chin in thought, "_Where did Twilight say I would most likely be able to get the material from? Hoofkaido…? I'll have to ask her again later._"

Her thoughts were interrupted when Sweetie Belle called, "Rarity, I thought you said you were done!"

Shaking her head, Rarity called back, "I am, Sweetie Belle! I'm coming!" She started towards her door, using her magic to open it as she reached it. She then closed it behind her as she continued on, wanting to get downstairs before Sweetie Belle called her again. Once she was down in the showroom, the two sisters made their way to the front door. Halfway to the door, Rarity stopped and looked at one of her clothing racks.

Dangling from one of the hangers was a dark blue racing suit with white gloves and a pair of red and white boots attached to it, a pair of light green sunglasses wrapped around the hanger. Behind it was an orange racing suit with white stripes on the sides. The legs appeared to be shorter, as the orange and white boots were dangling below where the legs ended, though the orange and yellow gloves were attached to the arms. She'd managed to get those suits and the suits she had designed for her pony friends (which were upstairs) back from the Friendship Express, but hadn't found a place for those two suits yet due to all the incoming orders. Rarity shook her head and trotted after her sister. She'd worry about finding a place for them tomorrow.

**Meanwhile, at Sweet Apple Acres**

"Aw, come on, Big Macintosh! Applejack and Ah want ya to come with!" Apple Bloom exclaimed.

"Eenope," was the red stallion's reply.

Applejack trotted over, "Come on, Big Mac, don't be like that. You've done a lotta good work this week, but that's all ya been doin': work! Just come on with us to Pinkie's party and unwind fer a bit. It'll do ya some good."

Big Macintosh said, "Parties aren't mah thing, Applejack. Ah mean, yeah, Ah attended Sonic's birthday party, but…"

Applejack cut him off, "But nothin'! Granny Smith said we could go ta the party as long as we finished up all o' our chores, and we did! She's takin' her afternoon nap, and Winona will keep an eye on her while we're gone!" She got up in his face as she continued, "And don't ya start givin' me that nonsense about gettin' started early on tomorrow's chores! It ain't gonna feel right leavin' ya here while we're partyin', so you're goin'! Got it?"

Big Macintosh stared at her carefully for a few moments before relenting, "E-Eeyup."

Applejack nodded, "Alrighty then. Trust me; this'll be good fer ya." With that, she turned and started making her way towards town with Apple Bloom trotting eagerly at her right side. Big Macintosh stayed where he was for a moment before walking after them.

**Meanwhile, at the Golden Oak Library**

"Twilight, are you just about ready?! We have to get going!" Spike called up the stairs to his and Twilight's personal area.

The lavender unicorn was standing in front of her mirror, checking herself to make sure reading out on the balcony hadn't messed with her natural look. "I'll be right down, Spike!" she soon called back, assured that she looked okay.

Before heading down, she walked over to the nightstand beside her bed and opened the drawer, peering inside. Inside sat three things: the drained Warp Ring Tails had given her and two pictures, one being her copy of the party group shot and the other a picture of her, Sonic, Shining Armor, Cadance, and Spike together. She'd been a bit busy recently, so they'd been sitting there for the last two weeks to avoid collecting dust. She hadn't even started looking over the Warp Ring yet, especially during this last week. As she shut the drawer and walked around her bed, a small smile graced her lips at that thought. Walking down the stairs leading to the bed area, she looked over at the library's fireplace, where the source of some of her recent busyness and her lack of photo frames sat.

Around and above the fireplace were various pictures of Spike and his pet, or rather former pet, phoenix Peewee. There was a picture of Spike with Peewee's egg and a picture of Spike with Peewee just after he hatched. Nearby were two more pictures, one of Spike trying to feed ice cream to Peewee, the phoenix apparently not liking the taste, and the other was the outcome of that: a picture of Twilight with a food bowl of ice cream on her head, Peewee sitting on her tail and Spike sitting on the floor nearby. She hadn't exactly been happy when that happened (Pinkie probably would've been), but she and Spike had talked afterwards and worked it out.

Twilight then directed her attention to the photo sitting above the fireplace, the newest addition to their 'photo album'. It showed Spike, Peewee, and the baby phoenix's parents, Peewee and his parents sitting in a nest in a tree. Following their adventure with Sonic and his friends, Spike had begun to feel that Peewee deserved to be with his family (and no, it had NOTHING to do with the aforementioned ice cream incident). He eventually came to Twilight about the matter and she agreed to help him find Peewee's parents. It had taken nearly a week of research and going back to the forest near where Spike had joined the Great Dragon Migration to investigate, but they managed to track down the phoenix's parents and return him. Twilight had taken the picture of Spike and Peewee's last moments together to record the memory and serve as a reminder of Spike's natural growth. "_When he grows up, he's going to do great things. I'm sure he'll make a wonderful leader someday,_" Twilight smiled to herself as she headed down into the library area.

Spike smiled as he saw Twilight coming down the stairs. "There you are! Ready to go?" he asked.

Twilight nodded, "Yep. Let's go, Spike." Spike already had the front door open as she finished speaking, Twilight quickly trotting towards it so she wouldn't keep him waiting. As soon as she was outside, Spike shut the door and made sure it was secure before moving to Twilight's left side and walking alongside her as they headed into Ponyville.

As the duo walked through the streets of Ponyville and made small talk, Twilight thought back on the last two weeks. Spitfire and Soarin had left shortly after everypony returned to Equestria, Spitfire mentioning something about captain duties before the two pegasi left. She wondered if it had anything to do with Lightning Dust showing up and racing the group along with the Babylon Rogues. Spitfire and Soarin had gotten a hold of her afterwards and escorted her back to Ponyville after the Rogues had left. It hadn't sounded like Dash's former teammate was in trouble, but Twilight didn't know that for sure.

Gilda had left almost immediately after everypony was through the portal. Twilight could only guess at her reasoning for leaving so quickly, especially considering the way she acted after Shadow's… outburst. Trixie, however, stayed with all the ponies returning to Ponyville, which wasn't a surprise considering she'd been hanging around Ponyville after the Alicorn Amulet incident to work on her magic. When Twilight and Spike ran into her a few days ago while taking care of the grocery shopping, she mentioned she was working on a new type of traveling magic show. She didn't reveal anything about it, though, and she hadn't been seen since, presumably because she was working on this new show of hers. Twilight wondered if Trixie really was going to start traveling again. Even though the azure unicorn had her fun at some of Ponyville's parties, if traveling was what made her happy and she felt ready to appear on stage again, then that was what was best for her, Twilight reasoned.

At a nudge from Spike, Twilight looked up to see that they were approaching Sugarcube Corner. Looking off to the side, she noticed Applejack, Apple Bloom, and Big Macintosh were approaching the bakery from the other side. "Hey Twilight, hey Spike!" Apple Bloom called eagerly as the two parties approached each other. Spike and Twilight called back to her in kind.

Once the two groups reached each other, Applejack said, "Howdy, y'all!" She, Apple Bloom, Twilight, and Spike looked up at Big Macintosh, the red stallion offering a quiet nod to the unicorn and baby dragon. Applejack then turned back to Twilight and asked, "Right on time, huh Twi'?"

The lavender unicorn nodded, "Uh-huh. I tried to limit how much I read before this party so Spike wouldn't have to call me so much. Especially after this last week…"

Applejack looked at her a little sadly, "Oh, that's right. Ah heard about that…" She looked down at Spike, "Ya feelin' all right, Spike?"

The baby dragon looked at her oddly for a moment before replying, "Of course I feel all right! Why wouldn't I? It's a beautiful day, Pinkie Pie's having a party, and Twilight didn't need to make a schedule for today! Today is perfect!" He smiled happily until he noticed the way everypony was looking at him. He drooped a bit as he said, "Okay, so I've kind of been thinking about Peewee these last few days and how I gave him up. Even if it wasn't for long, I kind of got attached to him, and I miss him." He then straightened up, trying to save his manliness, "Only a little bit, though!"

Applejack smiled knowingly, "That's all right, Spike. Ah get what you're sayin'. Even if it was just by accident that he ended up in yer care, ya still really cared about Peewee and took care of him, probably just like you were taken care of. Then ya did what ya thought was right; ain't nothin' ta be ashamed of."

Spike twiddled his fingers together as he looked down at the ground for a moment, then he looked up at Twilight as she spoke, "Applejack's right, Spike. I know it must hurt deep down still, but you meant it when you told me you wanted to return Peewee to his family, didn't you? Nopony was forcing you to say that or anything, right?" Spike nodded, so Twilight said, "Then there's nothing wrong with it. It hurts, just like when we had to leave Sonic and everyone else, but it'll be okay." Spike couldn't take it anymore and he turned to her, wrapping his arms around her right foreleg and hugging her in quiet thanks. She simply placed her left hoof on his back while the Apples just watched.

After a minute, Spike let go and stepped back, appearing to be back to his normal self. Applejack was the first to break the silence, "Come on, y'all. If everything's okay now, we still got a Pinkie Pie party ta go to." Twilight and Spike nodded at her and she turned and walked towards Sugarcube Corner's front door, Apple Bloom and Big Macintosh following behind her while Spike and Twilight followed behind them.

Almost as soon as they all stepped through the door, the baby dragon and the four ponies found themselves wrapped up in a tight hug by a pink blur. After what felt like a minute of being in the bone-crushing hug, Pinkie released her grip on everyone and bounced backward with a big grin on her face. "Applejack, Twilight, Spikey, Apple Bloom! I'm so glad you all made it! And you got Big Macintosh to come too, Applejack! Now everypony's here!" She then turned and bounced away into the kitchen, possibly the only spot that she hadn't put her usual decorations up. As they watched her bounce away, the five new arrivals saw that the pink pony was correct. Everyone else Pinkie had invited was already there. Big Macintosh smiled sheepishly down at Applejack, the orange mare pushing him in the direction of the snack table while Apple Bloom went to join her friends. Spike, meanwhile, went to join Big Mac and Applejack while Twilight walked over to Zecora and Derpy.

**Soon…**

"Oh my. That certainly was a big order you were given, Rarity. And so many different designs too. It almost sounds like an order for a fashion show, doesn't it?" Fluttershy asked.

"Hm, yes, I suppose that's one way to look at it, Fluttershy, but it was really no trouble at all. After all the orders I've worked on in the past, I've gotten used to having a lot of work to do and still getting it all done on time," Rarity replied, flicking her mane to the side as she spoke. She then looked at her shy friend and said, "But enough about that. How are you doing with your artistic creations?"

Fluttershy's face turned a bit red, "Oh, um… I've been a little busy taking care of my animals. I haven't had much time to work on anything."

As they continued talking, nearby, Rainbow Dash and Applejack were chatting with each other. "Wouldn't it be awesome if they decided to have this year's Equestria Games here in Ponyville, Applejack? I bet it'd make those Canterlot snobs think twice before making fun of our town!" Rainbow Dash said. Underneath a nearby table, the Cutie Mark Crusaders were listening while eating a plate of cupcakes, Scootaloo quietly agreeing with the cyan pegasus.

Applejack replied, "Yeah, it probably would, Rainbow, but it ain't gonna happen. Ponyville doesn't have any place fer the Games ta be held. Heck, when we had our Iron Pony Competition, we had ta quickly put everythin' together on Sweet Apple Acres. Ah don't think we could do that fer somethin' as big as the Equestria Games."

After about a minute, all conversation in Sugarcube Corner came to an abrupt stop at the sound of a loud bang! As all the party guests stood stock still (except for Fluttershy, who was now hiding under a table), something began to rain down on them. A closer inspection revealed it to be glitter (a LOT of glitter) and confetti. Everyone turned to look towards the kitchen and saw Pinkie's party cannon pointing up over the front counter and the pink earth pony pushing a large cake out of the kitchen. "Cake time, everypony~!" she said cheerfully as she wheeled the cake around the counter, stopping just past it.

"Not muffins? Aw… But cake is good too!" Derpy exclaimed as she flew over to the cake, Spike and the Cutie Mark Crusaders getting in line behind her. Big Macintosh and Zecora remained where they were near the side while Pinkie bounced over to the other members of the Main Six.

"Stars alive, Pinkie! Yer party cannon ain't exactly quiet, but that has ta be the biggest bang it's ever made!" Applejack commented.

"That was so scary… Oh, I didn't really like that," Fluttershy murmured.

Pinkie walked over to her and wrapped a foreleg around her, "I'm sorry, Fluttershy! I didn't mean to scare you! I'm just so used to using this particular combination for my party cannon that it didn't occur to me to switch back around you!"

Twilight asked, "That's the combination Ponyacci suggested you use, right? Two parts glitter to one part confetti?" Pinkie nodded enthusiastically.

"Oh, well that's okay then, Pinkie. It's really not so bad if you were just doing what Ponyacci said," Fluttershy said.

"But I don't mean to deliberately scare any of my friends, especially at one of my parties!" Pinkie replied.

"Speaking of which, darling, what exactly is this party for? You always manage to come up with some reason to hold a party," Rarity spoke.

Pinkie replied, "Oh, I've got a reason all right, Rarity! It's been two weeks since Sonic's birthday party! That means it's been two weeks since we showed that silly Dr. Eggman and Discord how powerful friendship can be!"

Applejack's expression dropped slightly at that. "Come ta think of it, we ain't exactly talked about that since then." She looked at Twilight, "You been feelin' all right lately, Twilight?"

Twilight looked a bit surprised at that. "Sure, I've been feeling all right, Applejack. Why?"

Applejack rubbed her left foreleg with her right hoof as she said, "Well, uh… ya haven't been thinkin' about that whole thing Eggman and Discord did, have ya?"

Twilight cocked her head to the side, "No. Have you?"

Applejack replied, "Well, no, but…"

Rarity stepped up next to Twilight, "Darling, what Applejack is trying to say is you, well, fell apart in front of us. You were worried about something, but you didn't want to tell us because you were afraid you'd upset us. You were afraid to speak up." She glanced down at the floor, "Just like what happened to me when we were all having those nightmares…"

Twilight wrapped her left foreleg around the white unicorn's shoulders, "That was different, Rarity. The Nightmare Forces could've taken any of us if they wanted. The only reason I didn't tell any of you was because I thought I could handle it myself. It was a moment of weakness, and I'll try to make sure it doesn't happen again."

Fluttershy asked, "So… y-you're not mad, Twilight?"

The lavender unicorn replied, "I might have been upset at the time it all happened, but I was never mad at any of you. Like I said, I always figured it was completely my fault it all happened."

Rainbow laughed, "Give everypony else a little credit, Twilight! They mess up too, you know!"

Applejack glared at the pegasus, "So do you, Rainbow. Ya ain't got any room ta talk."

Before Rainbow could retort, Pinkie piped up, "That's what this party is all about! It's not just to remember Sonic! It's also so we can remember the lessons we learned while partying with him, especially the one about being faithful and trusting friends!" The six friends all came together for a group hug at that, all of them having smiles on their faces and sounding happy.

"AWWWW!" Apple Bloom and Sweetie Belle both exclaimed, touched by the display of friendship. Off to the side, both Big Macintosh and Zecora smiled silently while Derpy continued to debate where to start on the cake.

"EW!" Scootaloo groaned, being less welcome to such 'girly' displays as usual. Beside her, Spike was poking his right index finger into his mouth, seemingly sharing how she felt. A second later, everyone (except Derpy) turned to look at him as his cheeks puffed out and he began to look sick.

"Spike, really!" Rarity admonished while walking towards him while he clutched his stomach with both claws and bent over slightly. "Even without hearing it from Twilight, it's clear to me you've had an emotional time since you gave up your friend Peewee. You've surely been up at night thinking about it, but you can't behave like a proper gentleman now?"

*URRRRRRRRP!*

"Oh my!" Rarity cried as she ducked down, narrowly avoiding a plume of green flames that shot out of Spike's mouth so fast it knocked him back into Derpy, both of them landing on/in the side of the cake. Everypony else watched as the flames floated up close to the ceiling before swirling together and making a *POP* as they revealed what the dragon had transported.

When this sort of thing happened, it usually meant Celestia was sending some kind of letter to Twilight and the others. The only time Spike had belched up something that wasn't a letter was when Chrysalis had sent the crystal ball that served as the Main Six's map to the Changeling Kingdom. It was unknown just how much Spike's fire breath was able to transport, but it must've been a lot, seeing as the flames revealed a blue and orange cylindrical tube that fell straight to the floor once the magic in the flames released it.

"Wh-What is that?" Fluttershy asked worriedly as she peeked out from behind Pinkie's mane.

"A letter, maybe? From the Princess?" Twilight wondered.

"Ah don't know, Twilight. She doesn't usually put her letters in a tube or whatever that is," Applejack commented.

Spike lifted his head up and said, "Must be a different way of sending stuff too. It left kind of an electrical taste in my mouth. There's a sweet taste in my mouth too." He licked his right claw, noticing some frosting on it. "Oh wait, that's the cake." Next to him, Derpy murmured an agreement, her head buried in the side of the cake.

Twilight used her magic to pick up the tube and brought it over, holding it up as she turned it over and adjusted it a few times, examining it. "What is it, Twilight?" Sweetie Belle asked.

Twilight murmured, "Um… Ah!" She located the top of the tube and, while holding it up with her magic, raised her left hoof and moved it to the side, opening the lid. She then magically pulled out a scroll, seemingly the only thing inside the tube.

As Twilight opened and scanned the scroll, Rainbow said, "So it is a letter! But why'd Princess Celestia send it like that?" After a moment, Twilight gasped, prompting Rainbow to ask, "What, what's the matter, Twilight?"

The lavender unicorn looked up and said, "It's not from Princess Celestia! It's from Sonic and Tails!" That response definitely surprised everyone, gasps of surprise being heard before the girls, the Cutie Mark Crusaders, Zecora, and Big Macintosh moved a little closer, Spike launched himself off the cake to get closer, and Derpy pulled her head out of the cake.

"Are you serious?! How can you tell?!" Rainbow asked.

Twilight replied, "Well, aside from what it says at the bottom, just look at the writing." She turned the scroll so her friends could have a better look at it.

Rarity looked at it carefully before saying, "You're right, Twilight. That doesn't look like the Princess' writing. I-I don't mean that it's terrible or anything of the sort, but…"

Rainbow interrupted, "Yeah, yeah, whatever! Forget about that!"

Pinkie bounced in place, "Read it! Read it!" Twilight nodded, clearing her throat and turning the scroll back towards her.

_Dear Twilight Sparkle and friends,_

_How's it going, guys? It's been a while since we last saw you. For us, it's been two weeks since the birthday bash Pinkie put together, and we've been thinking about you every day. Hope it hasn't been too much longer for all of you._

_Anyway, if you're reading this now, it means __Tails'__ the new machine worked perfectly __(and I have no doubt that it did)__. Remember that whole thing about turning the Warp Ring into a portal that can travel across dimensions? Well, we want to see you all again too, so we're currently working on a portal of our own to travel to Equestria. This machine is still just a prototype, though, and it can only transport small objects around. It's only one-way too, so we won't know if it worked as planned or not, but once one or both sides are ready, we should be able to combine our research to make the perfect trans-dimensional portal._

_Anyway, we're just writing to let you know everything's been fine on this end. We haven't seen __Baldy McNosehair__ Dr. Eggman since he ran off, but no doubt he's found yet another new base and he's now plotting some new world-conquering scheme. We might manage to coax him out soon, but no matter what, we'll be ready for him. As long as we all stick together, he's got no chance!_

_We hope things have managed to get back to normal in Equestria and Ponyville (or as normal as they can get). While Tails has spent most of these last two weeks working on his machine, the rest of us have been getting back to normal in addition to helping him when he asks for help. It's certainly been an interesting time for Sonic. First he got invited to an anniversary party and then, almost a week later, to a wedding! While he was there, he met the Best Man and got to know him better (he nearly crashed into Sonic once before that). There's a big racing competition coming up soon here and, after we told him about it after the wedding, he's been taking lessons from a princess. We're hoping he gets accepted so we can go racing with him._

_Anyway, it'll probably be a while before we can see each other again, but once it's possible, we definitely will! Just don't miss us until then, okay? Even if we're not there, we're not really gone! If you ever miss us, just look at the Moon. Luna was right; it really does look the same in both our worlds. And don't forget the wind either. From the softest breeze to the strongest gale, memories are always carried on the wind. We'll always be part of the wind; hold onto that and the memories of our colorful adventure together. There are a lot of 'ordinary' things here to remind us of Equestria and everyone we met, so there's no way we'll ever forget any of you! So don't forget about us, okay?_

_Stay cool, everyone. We'd say that friendship is worth fighting for even if it isn't always easy… but that's not something any of you need to be reminded about! So always do your best to make its magic never-ending!_

_You inter-dimensional friends,_

_Sonic and Tails_

_P.S.: Even though we didn't get any input on this letter from the rest of our friends, we paid them all a visit and they all send their warmest regards. Be sure to let __everyone__ everypony else know we all wish them well too._

Nothing was said for several moments after Twilight was done reading, the letter still held in the grip of her magic. Apple Bloom was the first to speak, "Wow… they did all that work in two weeks so they could send us a letter…"

Sweetie Belle exclaimed, "That is so SWEET!"

Applejack nodded, "That's a real sign of friendship right there."

Twilight looked down at the letter as she said, "They've already managed to make a portal that can transport material objects one-way… I've got some catching up to do."

Zecora opened her mouth, Twilight looking up at her as she spoke, "They've had time to do work, Twilight, and you will find time as well. When it is all ready, we'll all have stories to tell."

Pinkie popped up right beside the lavender unicorn and wrapped a foreleg around her shoulders, "Zecora's right, Twilight! You'll totally be ready to work with Tails and make that perfect portal he mentioned!" She let go of Twilight and bounced over to her phonograph while saying, "But that can wait! Right now, we really gotta celebrate this delivery!" She picked up a record in her hooves, "And this new release by Vinyl Scratch will be the perfect way to start!" She removed the current record and put the new one on it, music starting to play as the party started up again.

**Later that evening, at Canterlot Castle**

Luna stepped out onto the balcony connected to her room, her eyes watching the sky turn dark as her sister's Sun sunk past the horizon. The Lunar Princess focused for a moment, her magic guiding the Moon up to take its place and revealing the stars in the night sky. She looked around at what Equestria looked like under the cover of her night for a moment before nodding in satisfaction. She then gazed towards the sky and thought, "_It is time._" Before she could begin with her plans, however, she heard a knock at her door and, after releasing a small sigh, turned towards it and called, "Yes? Who is it?"

A familiar voice called back, "It's me, Luna. May I come in, please?"

Luna's response was to focus her magic on the door and open it, revealing the form of her sister on the other side. Celestia stepped inside and looked over at her younger sister, standing in the doorway leading out to her balcony. "Sister. What a pleasant surprise," Luna commented.

"Yes, well, I have finished my work for the day, and as I was sitting down to relax, your talk of 'plans' for tonight came to mind," Celestia explained. She gave her sister a slightly uncertain look, "I don't suppose you'd care to share those plans with me now?"

Luna smiled, "You're just in time, sister. I was just about to begin." She turned and stepped all the way out onto the balcony, turning her head to look at Celestia and saying, "Come, sister, join me."

Despite knowing her sister was back to normal, especially after defending Ponyville from the Nightmare Forces, Celestia was still a bit apprehensive as she followed Luna out onto the balcony. As she stood next to her sister, she spoke, "All right, I'm here, Luna. Now what is this all about?" Luna didn't answer her. Instead, she closed her eyes and raised her head while channeling her magic into her horn. Celestia looked from her to the night sky, where she saw what Luna was doing. Her eyes widened for several moments before she smiled, "Luna… this is…"

Luna opened her eyes after a few more moments and said, "You may have your windows to record events that anypony can come and see, but I have my own ways of honoring others, especially with a beautiful canvas such as this."

Celestia looked at her and asked, "Will it be there forever? What will you do if nopony else sees it?"

Luna replied, "I do not think everypony in Equestria could not notice this, especially not your student, but for those who miss it, it will be their loss. I believe this is the way Sonic wouldst most prefer to have his heroism honored. He did not seem like the type who would demand that his exploits be recognized by the general public. If that is true, then he would surely find a simple, occasional rearranging of the stars like this preferable to being permanently honored on one of your windows."

Celestia glanced down at the ground, "Hmm… Do you think so? But how will ponies across Equestria come to recognize that he was one of their saviors?"

Luna replied, "There will be no need for that. When we meet again, like he said, he will decide how best to handle that."

Celestia smiled at her, "I suppose you are right, Luna." The two sisters stood together for several minutes, both staring up at the sky in silence. Eventually, Celestia broke the silence with a yawn. "Excuse me, sister, but it has been an interesting day and I believe I will sleep quite soundly tonight."

Luna nodded, "Of course. Pleasant dreams, Celestia." Celestia nodded back and left her younger sister to take care of her night sky and duties.

**Meanwhile, in the Crystal Empire**

Shining Armor and Princess Cadance disembarked from their train, stepping out of their car and onto the platform. They then left the station while the train's conductor got the train turned around, getting it ready for its last trip to Canterlot and Ponyville. During the ride back to the Crystal Empire, the royal couple had talked about their day in Canterlot, catching up with old acquaintances and revisiting some old haunts. Now that they were back in the Crystal Empire, their conversation returned to the subject of the Equestria Games.

"Cadance, are you sure you want to do that? I mean, considering what Spike did for the Crystal Empire and all…" Shining said.

"I know, Shining, but this is really important for the crystal ponies. I don't want to risk the Crystal Empire's chances of hosting the Equestria Games and their happiness by doing something this Ms. Harshwhinny won't like, especially after all the hard work they put into building the new stadium. I'll make it up to Spike somehow, I promise," Cadance replied.

Shining sighed, "All right, as long as you're sure. So how should we tell the crystal ponies that the Equestria Games inspector will be coming?"

Cadance thought about it for a second before saying, "We'll make an announcement tomorrow. I'm sure they're all curious about how our visit to Canterlot went anyway. I'll also send that letter to Twilight and her friends so they know to keep that day open on their calendars."

Shining replied, "Right. If they're really as busy as often as it sounds like they are, they'll probably need to find a way to squeeze in a visit to the Crystal Empire."

Cadance nodded, "Which is exactly why I want to inform them of the date as soon as possible." As they reached the edge of the Empire, close to the buildings, Cadance looked up at the sky, in the direction of Canterlot and saw something. "Oh! Shining, look!" she exclaimed.

The white stallion looked in the direction she was looking and saw what had caught her attention, both of them coming to a stop. Shining soon smiled, "Well, what do you know?"

Cadance nodded, "That must be Aunt Luna's doing. She'd never let anypony rearrange her night sky without her permission." They stared at the sight for about a minute longer before Cadance asked, "What do you suppose they're up to these days?"

Shining replied, "Probably running, learning new things, and getting into all sorts of adventures… kind of like Twily and her friends."

Cadance looked at him, "You think so?"

Shining shrugged, "Maybe. But I'm sure they haven't forgotten us. And I get the feeling Sonic was telling the truth when he said we'll see them again someday."

Cadance smiled, "That would be nice. I'm sure the crystal ponies would love to meet them."

Shining smirked at her, "I don't suppose you're also thinking of something else besides that?"

Cadance giggled, "Hey, I've got you to blame for putting the idea in my head!" While laughing lightly to themselves, the couple resumed walking, passing by some of the crystal ponies that were still out and waving back to them as they made their way to the crystal palace.

**Meanwhile, in Ponyville**

Pinkie poked her head out of the second story window of Sugarcube Corner, watching as her friends and the other party guests walked out through the front door. "Thanks for coming, everypony!" she called once they were all out, slightly rousing Spike, Apple Bloom, Sweetie Belle and Scootaloo (who was lying on Rainbow Dash's back).

Rarity called back, "Pinkie, darling, you know how much we enjoy your parties. On a normal day, why wouldn't we come to a party you've invited us to?" Everyone else agreed with that statement, even the more sleepy partygoers.

"Anypony want to stick around for some more cake? Or take some home?" Pinkie asked. Spike let out a sleepy moan at that, not due to his stomach acting up but more due to how tired he was.

Twilight looked down at him and then back up at Pinkie Pie and said, "Uh, not tonight, Pinkie. Still, it was a great party and…" She trailed off as she noticed Pinkie seemed to be looking at something. She faced forward, following her gaze. What she saw surprised her. "Oh wow…" she breathed, catching the attention of the others, who had started to move away from Sugarcube Corner. They all looked, including Spike and the Cutie Mark Crusaders, and were also surprised by what they saw.

Up in the sky, Luna had rearranged a large amount of stars into a particular pattern that could be seen for miles. They all had no doubt it was made in honor of Sonic and his friends, for the most prominent part of the design, which was made up entirely of clear stars, was a sideways shot of the blue hedgehog's head, his eyes looking outwards. Behind it were three stylized circles whose stars were composed of many different colors, though each color was unique to a particular circle. They all assumed that each color was meant to symbolize Sonic's friends and possibly them as well.

"Oh my… How beautiful," Fluttershy murmured.

"Aw, yeah! Now THAT is awesome! And Luna managed to get all the colors too!" Rainbow exclaimed.

Everypony stared up at Luna's creation for a while before yawns coming from the tired passengers reminded them that it was starting to get late. They all said goodbye, Zecora reassuring everyone that she would be able to get home without any trouble, and they all parted for the night. Pinkie watched everyone go before closing the window, the party pony feeling ready to hit the hay herself.

When Twilight reached the library, she used her magic to open the door and closed it behind her, using her magic's glow to guide her to the stairs. She passed by Owlowiscious on her way up to her and Spike's beds and whispered a greeting to him, the owl responding with a "Hoo". With a slight giggle, she climbed up the last set of stairs and used her magic to lay Spike down in his basket and pull his blanket up over him.

With her draconic charge settled in for the night, Twilight placed the letter from Sonic and Tails and the canister it had come in atop her dresser and walked over to the balcony doors, pushing them open and walking out into the cool night air once more. Still having a little bit of energy left, she stood on her balcony and observed Luna's creation once more, looking specifically at the stars she had used to create it. She wondered where she had gotten so many different stars from and decided that she would ask the Lunar Princess if she could find a chance to do so. She continued to stare up at it for a while, reliving the memories of that amazing adventure in her head as the colors in the night sky reminded her of the new friends they had all made that day.

Eventually, her eyes began to grow heavy and she let out a yawn. Realizing how tired she was, she turned and walked inside, using her magic to shut the balcony doors while she walked over to her bed. As she lay down on her side atop the sheets, she used her magic to pull the drawer on her nightstand open and then pulled out the pictures inside. She smiled to herself as she thought, "_Even across time, across space, across dimensions, the magic of friendship can still be found. And those who believe in friendship are stronger, not just for themselves but for those who they're friends with._"

Placing the pictures back inside and pushing the drawer closed, she yawned and snuggled under her covers. "_No matter what forms it may take, as long as it's pure, the magic of friendship never changes._" She smiled as she looked at the canister and letter on her dresser one last time as her eyes slid shut, "_And a true, true friend will always try their best to make the magic never-ending._"

* * *

><p>Okay, um... well, first of all, I hope I haven't alienated my readers due to how late this is. I really should have had this done sooner, but it didn't work out as expected. Still, I managed to finish it with what I hope is a satisfying conclusion to the story that also sets the stage for the remaining episodes of MLP: FiM's third season as well as future events for Sonic and friends. If you thought I managed to do that, then I hope it was worth putting up with the agonizing wait I put you all through.<p>

So yeah, I did a few things here. On the Sonic side of things, I set it so that the events of "Wreck-It Ralph" happened shortly after Sonic's birthday party, which, after this chapter, leads up to "Sonic and All-Stars Racing Transformed". To try to make it a little clearer, how's it worked in my head: a couple days after Sonic's party, he was invited to the 30th anniversary of "Fix-It Felix Jr." and attended, where he first learned about Ralph. After Ralph hit him with the ship from "Hero's Duty", Sonic was invited to the wedding of Felix and Sgt. Calhoun, where he officially met Ralph and Vanellope. Following this, Ralph learned about the upcoming races and, wanting to enter, took driving lessons from Vanellope so he could 'jump' into the competition.

As for the ponies, yes, I'm making it seem like Sonic influenced Celestia's decision to reform Discord, but he didn't have a huge impact on her decision to do so. She'd been wanting to do something about the draconequus to ensure he would no longer be a problem for a while after "The Return of Harmony", but it wasn't until she saw someone who honestly thought he could be good that she decided to try it. As for "Just for Sidekicks" and "Games Ponies Play", since I couldn't come up with a valid reason for why Spike wasn't invited to greet the inspector for the Equestria Games, here I made it seem like Celestia was trolling Cadance into deciding not to invite him. Also, I inserted that Peewee story in the middle to better fit in with the events of the show, seeing as I brought in Peewee without realizing it was EXTREMELY unlikely he would be returning in season 3 and beyond.

I think that's about it as far as background goes. I sure hope you all enjoyed this story, as long as the waits for it may have been.

Now, for the last proper author notes...

Sonic's running through the green hill area at the beginning of the chapter (which can be seen in the upper left corner of Emerald Town in "Sonic Battle"; I don't know if it's actually a Green Hill or Emerald Hill Zone or not) is inspired by the original teaser trailer for "Sonic Generations", when Modern Sonic is running through the white Green Hill Zone before being joined by Classic Sonic at the end of the trailer.

The inside of Tails' Lab looks the same as the battle arena in "Sonic Battle". The VR machine Sonic notices is a references to the VR training Emerl could receive during his chapter of the story.

Tails' mention of an incident in London is a reference to the story mode in the 3DS version of "Mario & Sonic at the London 2012 Olympic Games".

What's the connection between Chip's necklace and the Elements of Harmony? Well... you'll have to wait to find out!

Tails having a workshop in Central City is a reference to "Sonic Chronicles: The Dark Brotherhood". I chose to make this reference because I figure Tails has other workshops besides the one in the Mystic Ruins.

I thought I'd give everyone an idea of what a stained glass window depicting the events of this story might look like, so I had Celestia sketch it out.

The Cutie Mark Crusaders telling their classmates about Sonic and Tails is a reference to the DS version of "Sonic Colo(u)rs", where, in the normal ending, Yacker is telling the other Wisps about Sonic so he'll never forget him.

"Hoofkaido" is a reference to Hokkaido, Japan.

A few comic references are made during the party.

The image Luna makes in the sky is basically the Sonic Team logo with the Sonic Heroes logo behind it, the latter being made up of different colors to represent various characters instead of strictly being blue, yellow, and red.

See you, guys! Hopefully soon!

Music:

Blue Streak Speeds By... - www. youtube. com watch?v=s6Gv100AUG8

Tails' Project - www. youtube. com watch?v=DiOaVGmotN8

Time for the Real Thing - www. youtube. com watch?v=7TBf56skDOA

As Surely as the Wind Blows - www. youtube. com watch?v=TjfNGkf5sLM

Celestia's Chamber - www. youtube. com watch?v=WklNu3ZADOU

The Luncheon - www. youtube. com watch?v=AwzC9HoFAEM

Royal Preparations - www. youtube. com watch?v=VA6_WxxjfBg

School's Out - www. youtube. com watch?v=lnnLzv-2Z60

Going Around the Town - www. youtube. com watch?v=N-4S9xR104A

Pinkie Pie Party Time - www. youtube. com watch?v=GlpGuRPWSkY

Lessons Learned - www. youtube. com watch?v=2JWMO3JtrDk

The Letter - www. youtube. com watch?v=BiAX76N4Y14

Luna's Nightfall - www. youtube. com watch?v=cTqpwHtQFRo

Endgame - www. youtube. com watch?v=qM1YMeDsc-M


	20. BONUS: The Doctor and the Chaotician

Discord mentally sighed to himself. What did that bring him up to? He had no clue; he had lost count a long time ago, and with his chaos being held back, he had only his natural senses to rely on, and, being a statue, most of them didn't do him a lot of good. Sight was mostly blocked out by the stone covering his eyes, smell only really worked when the grass was tended to (or maybe that smell was some bum pony that unceremoniously collapsed in front of his statue, he didn't know), and taste and touch did him no good. So that only left his hearing, and he was often hearing something due to the royal guards doing their routine patrols. He could only tell it was daytime on the rare occasion that there was more noise than usual.

He sighed to himself once again. It looked he was going to have another boring day in the Canterlot gardens. He wished something would happen today, just like he did every other day ever since Twilight Sparkle and her friends turned him back to stone. He heard the sound of hoofsteps approaching from his right. Judging from the sound alone, it was one of the royal guards on his patrol route. The sound got louder for a few seconds before it began to get quieter. "_As usual, Celestia's personal guard dogs don't stop for anything,_" he thought to himself. After the hoofsteps left his hearing completely, he heard another sound. It was the sound of…

"_Wait, what IS that sound? Never heard it before, and I know a lot of sounds, especially the ones I created. Wait, what's this… It feels like… Am I moving?_" Discord wondered to himself. Had the draconequus been able to see, he would see he was almost right. He WAS moving… but instead of moving across the ground, his statue was sinking into what appeared to be a purple vortex floating just above the grass. The draconequus kept sinking into the ground until he vanished completely, at which point the vortex that had taken him vanished.

Had anypony been around at the time, they'd be wondering what just happened. As such, there was no one around to care, but one thing was for certain: Discord was going to get his wish today.

* * *

><p>Dr. Eggman grinned to himself, pressing his fingers together as he watched Discord's statue emerge from the portal he had opened, the statue landing on its base right in front of the Time Eater. "Excellent! Phase one of my brilliant plan is now complete!" he said, more to himself than Orbot and Cubot, the two robots floating next to him. He turned around and walked over to an ancient (by his standards) computer console up against a stone wall and starting to type on it while saying, "Now to complete the second phase and get to the real plan!"<p>

As he continued typing, Orbot and Cubot bounced up behind him, the former saying, "Boss, forgive me if I'm interrupting your preparations, but why did you decide to use the Time Eater to pull equipment from your old Scrap Brain Zone base to this world and set them down in this dreadful place?" He held out his arms as he spoke, indicating the large stone chamber that many more computers and electronics now covered. Even with all the mechanisms now littering the chamber, one might recognize it as the chamber in the Ancient Castle of the Royal Pony Sisters where Princess Luna was freed from Nightmare Moon by the Elements of Harmony.

Eggman stopped typing for a moment to look down at the red-headed robot as he replied, "That's very simple! Despite how old it is now, it's quite easy to reconfigure this old technology to serve new purposes! Not to mention the amount of power it requires is good for the Time Eater!" He thrust his left hand out at the shadowed beast as he continued, "Until I can get a proper generator to run all this with, hopefully courtesy of my new partner, I can run all the systems off of its power, which has the added benefit of helping keep it under control! You know how much of a fuss it put up just trying to get it to bring all this here."

Orbot winced as he recalled what it took to keep the Time Eater from trashing the entire castle. An idea then occurred to him and he asked, with a slightly knowing tone, "Are there any other reasons?"

Eggman hesitated for a moment before groaning, "Oh, all right, fine! That was also the only base I could reach from here that was fully completed that that perky little pest Sonic didn't utterly destroy in some way!"

Cubot perked up at that, saying in his normal, hyper voice, "Oh yeah, that's right! Scrap Brain Zone was only shut down to stop the pollution, just like how he shut down the Oil Ocean refinery to stop the oil getting in the water! Metropolis was shut down too, but that wasn't really a base, or was it? I don't know! Everything else was destroyed or unfinished, though! The Death Egg and Death Egg II were destroyed, the Death Egg Mk. II was unfinished, Final Egg was destroyed thanks to the Egg Viper, Eggmanland's been out of commission since Dark Gaia was defeated, your amusement park's gone, and the Egg Fleet's down too! But there was that one base you used when the Black Arms came, the one near that other old castle! Why didn't you use that one?! Oh wait, there was that machine…"

Eggman growled and said, "Yes, thank you for the little history lesson, blabbermouth! Now go tell it to the wall, why don't you!" With that, he delivered a swift kick to Cubot's back side, sending the robot flying and crashing near the other end of the chamber. Despite how hard the kick and landing were, it didn't stop the yellow-headed robot's incessant talking.

Orbot winced at this action and asked, "Boss, don't you think that was a bit much?"

As he turned back to his computer, Eggman replied, "Be thankful I didn't do it to YOU. I would've made it extra hard to make up for that one you deliberately dodged." He started typing again, Orbot wisely deciding not to press the issue. After about a minute, Eggman announced, "There, all set!" He turned his head to look down at a red button that was all by itself, surrounded by a square colored the warning black and yellow stripes. "As soon as I press this button, Celestia and Luna's days in the current Equestria are numbered! Soon, there will be a new Equestria with two new rulers!" he grinned.

"And who might they be, Boss?" Orbot questioned.

Eggman chuckled and said, "Myself and Discord!" Orbot's eyes opened wide in shock while Eggman raised his left hand, his index finger pointing down at the red button. With no hesitation, he brought his finger down and pressed the button. He then turned around, looking over at Discord's statue expectantly.

As he (and Orbot after a few moments) watched, the Time Eater brought its newly attached arms down, the palms of its open hands pointing towards Discord. After a few seconds, a dark purple aura surrounded the draconequus' statue. At the same time, a counter appeared on Eggman's computer and started counting up, Eggman glancing back at it briefly before returning his attention to Discord's statue. The only thing that mattered right now was confirming that his theory was correct.

Although Orbot quickly grew bored and floated on his side and Cubot continued yammering when he floated back over, Eggman never took his eyes off of the statue, his fingers pressed together and his familiar toothy smile on his face. It would be any second now… Then they all heard it: a cracking sound. For such a small sound, it seemed to echo throughout the empty chamber. Orbot and Cubot turned to look at the draconequus while Eggman grinned excitedly; a crack was beginning to form in the stone covering one of Discord's legs. After a moment, Eggman snapped his fingers and the aura surrounding Discord dissipated.

As they watched, more cracks began to follow and the statue started shaking side to side. The stone surrounding his arms soon shattered completely, followed by the stone around his wings. It wasn't long before Discord burst out of the stone and let out a mighty roar followed by an equally loud cracking noise. "Ugh…! Sweet merciful chaos, standing like that for so long can give you SUCH a crick in the neck!" he groaned while placing his eagle talon on the back of his long neck, just underneath his head.

Eggman spoke, catching the draconequus' attention, "Yes, I would think that would be the case. Good thing you didn't have to spend a thousand years stuck in that position."

Discord began to turn his head to look at the doctor, thinking, "_I know that voice. It's one of the ones I've been hearing. Now that I can move, let's see who has the nerve to call me their 'partner'._" When his eyes fell on Dr. Eggman, the scientist's arms crossed over his chest, and his robot lackeys floating next to him, he had to fight very hard to avoid bursting out into laughter right then and there. Instead, he floated up and over to Eggman, hovering over him as he craned his neck down and smirked, "Hmm, what have we here? It seems to be a shaved monkey wearing FAR too many clothes!"

Orbot snickered at that while Eggman's calm expression changed to one of indignation. He managed to suppress it quickly, however, and regained his calm demeanor as he replied, "Almost correct, my dear Discord. I am actually a human, and humans evolved from apes. I'd tell you more, but I figure that's not the kind of milk you enjoy."

Discord landed on the ground, his lion paw and eagle talon on his hips as he said, "And you would be correct. I prefer my own." As he held up his lion paw, the palm pointing straight up, and turned his head to look up at it, he noticed the sky through one of the windows in the back of the chamber and decided it needed some variety. Looking back at Eggman, he decided to get his jollies settled before getting back to business. "So, you got a name, monkey boy? And care to explain what those little comments about us working together were all about?"

Eggman chuckled, "Ah yes, I have gotten ahead of myself, haven't I? I am Dr. Eggman, and as for what I was saying…" He put on a more serious demeanor as he went on, "Considering your short attention span, I'll be blunt. Simply put, I have a proposal for you, Discord." The draconequus raised an eyebrow at that; now they were getting somewhere. Eggman continued, "I went to all the trouble of sneaking you out of Canterlot and freeing you to propose an alliance. I released you because I believe we can both benefit if we work together, especially you. I need your help and you clearly need someone to help keep you in line."

Discord laughed loudly at that, getting close to hysterics while Eggman continued gazing up at him, his expression not changing in the slightest. Discord eventually calmed down enough to speak and, while wiping his eye with his eagle talon finger, said, "Oh that is RICH! Me, the Spirit of Chaos and Disharmony, being asked for a help by a monkey and then being told I need to be orderly!" Wiping the last of his tears away, Discord grinned down at Eggman, "Sorry, Egg Belly, but I fail to see how either of us could benefit from your 'proposal'. You may have set me free, but if that's all you have to offer, I'm better off alone." He turned and started swaggering his way towards the raised floor at the other end of the chamber, where the large windows were, and said, "Now, if you'll excuse me, I've got quite a few things to paint and a list of ponies that need to be put in their place."

Despite the apparent rejection, the look on Eggman's face still did not change and, as Discord strutted away with his head held high, he placed his hands behind his back, using his left hand to discreetly press a button on his computer. Discord raised his lion paw up in front of him as he continued his confident walk, but before he could snap his way out of the old castle, something closed around his upper chest area, causing him to stop and essentially pinning his arms to his body and making him unable to snap either set of fingers.

The draconequus looked down to see a shadowy hand closed around him, holding him in place. Eggman spoke up as he walked towards Discord, "I'm afraid I wasn't giving you a choice, Discord. I know plenty about you, including what you did the last time you were free, and I'm not about to have you ruining anything for either of us. So you're going to either agree to help me or I'm going to turn you back into stone. It's that simple."

Discord turned his head to look back at him, "Back into stone? Are you telling me you know the Bearers of those wretched Elements of Harmony?!"

Eggman stopped next to Discord, his familiar grin back on his face as he answered, "Not personally. I only learned who they are as part of my research. No, to turn you back into stone, I simply have to tell HIM to reverse the process." He nodded his head at something to Discord's side as he spoke, prompting the draconequus to turn his head to the right to see for himself what this 'human' was talking about.

Discord's eyes widened as he beheld the creature that was holding him. He couldn't see much of it, but between the creepy face looking down at him and the fact that he simply had never seen anything like it before, he was… unnerved. For once, he was silent for a time. Then he shook his head and exclaimed, "What in the name of chaos is THAT?!"

Eggman grinned, "Breathtaking isn't it? That would be my latest discovery. I call it the Time Eater!"

Discord turned his head to look at the doctor and asked, "The Time Eater? Why would you call it THAT?"

Eggman replied, "That's very simple! When I analyzed it, I discovered that it has the ability to not only move through time, but also to erase and manipulate it! And you should be thankful for that last one, because that's how I freed you!" Discord raised an eyebrow at that, now curious. Eggman explained, "To put it simply, Discord, I had the Time Eater manipulate the flow of time around you. You mentioned the Elements of Harmony before; the seal they placed on you might've been strong, but I figured it couldn't last forever, even if the Bearers remained strong and connected forever. So instead of trying to sever the connections to the Elements, I changed time so that what was normally seconds became months for you! You probably couldn't tell the difference, but I digress. At any rate, the accelerated flow of time wore down the seal binding you until it was weak enough for you to break free, at which point it returned to normal. Imagine having to actually wait that long for the seal to weaken; you're free a whole lot sooner!"

Discord replied, "Oh really?" Suddenly, his body turned as thin as paper and he slithered out of the Time Eater's grasp onto the stone floor, stopping in front of Eggman. He then inflated himself (the sound of a helium pump accompanying this) so he was standing in front of the human and asked, "How long would that have been, exactly?"

Eggman looked back over his shoulder at his computer, raising an eyebrow as he noticed for the first time just how much time it had taken for the seal to weaken. He mentally noted the numbers and digits before turning back to Discord and replying, "You probably don't want to know."

Before Discord could inquire further, Cubot floated up between him and Eggman and started babbling, "Yeah, you probably shouldn't ask! That's a lot of numbers over there! I can count, but I certainly can't count THAT high! I mean, I know the numbers, but I don't know how to say that or if it's a big number, but I know there are a lot of numbers on that screen! That means something, doesn't it? I guess it does. Why else would you put a lot of numbers together? Also, you smell like mustard! Do you always smell like that or…?"

Before he could finish, and before Eggman could hit him himself, Discord bent down and grabbed Cubot's base with his hands, leaning his head down as he brought the yellow-headed robot up to his face. "Listen, lunch pail, I don't know who or what you are, but you'd better shut it before I cram an apple in you! One of MY apples!" he growled. As he was speaking, a cotton candy cloud floated over to Discord's side and, as he finished, lightning shot out of it at Cubot, sending the robot flying out of the draconequus' hands.

Orbot looked on worriedly as Cubot hit the ground with smoke rising from him, but the robot soon jerked up, his head rotating once before stopping. He then floated up and turned around to look at Discord, saying in a fine, gentlemanly voice, "I say, that was quite rude!"

Orbot facepalmed and said, "Oh dear. And after all the work it took to get his voice back last time…" He then floated over towards Cubot to see if he could help him.

Discord turned to look at Dr. Eggman and asked, "Is he always like that?"

Eggman replied, "He's an idiot; don't pay attention to anything he says. If it weren't for the fact that even his normal voice is annoying, I would be able to." He then grunted, "If I'd had the right tools from my dimension and didn't need to know what he was saying, I would've removed his voice chip before freeing you."

Discord waved his hands in front of him, "Whoa, back up! What's all this dimension talk about?"

Eggman cleared his throat, "Ah, yes, I'm sorry. I'm sure the reason you don't know what humans are is because, according to all the records I could find, and I do mean ALL of them, we don't exist in Equestria. We exist in a different world!"

Discord placed his lion paw on his chin, "A different world? Hm, didn't Celestia…?"

Eggman spoke up, "But that's not important! The important thing is my earlier proposal! Do you want to be a part of my scheme or not?"

Discord looked down at him, "Well, I certainly want to do something OTHER than stand around as a statue all day! But what scheme are you referring to, exactly?" He pointed at the Time Eater with his eagle talon thumb, "And that thing? What's it for?"

Eggman looked at Discord for a moment before saying, "Discord, if we're going to work together, we need to come to an understanding. Therefore, let me show you exactly why I need the Time Eater and your help." He turned and started walking towards his computer, "Follow me." Discord stared after him for a moment before walking after him, Eggman reaching the computer first and quickly closing the window showing the number of years before Discord could see it.

He then began typing on the keyboard, Discord standing behind him and watching for a moment before floating to his side and asking, "What are you doing?"

Eggman replied, "Just a second. You have your enemies in the form of the princesses and the Bearers of the Elements of Harmony. Let me show you mine." He continued typing until he brought his index finger down on one last button and looked at the screen in front of him.

Discord followed his gaze to see a window had opened up on the screen, the window changing after a second to show a full body picture of a blue hedgehog wearing red shoes with white stripes and white gloves and socks that stood on two legs and had hands. He had his left hand on his hip and was holding his right thumb up off to his side, his facial expression clearly showing his confidence. "Who's that?" Discord asked.

Eggman growled, "His name is Sonic, Discord, Sonic the Hedgehog. He's my nemesis, my enemy number one."

Discord chuckled and smirked at Eggman, "Your enemy, huh? Yeah, he sure looks scary."

Eggman turned to him and pointed his right finger up at him, "Oh, a wise guy, eh? Yes! I could tell you all about him and why he's such a thorn in my side, but just like I would have a hard time believing you if you told me things about the Elements of Harmony, their current bearers, and the princesses, you wouldn't believe me until you actually saw any of it for yourself! The point is that he's MY equivalent of all those things! Much like you, I have brilliant plans of my own, and they're always being ruined by him and his perky little friends!" Eggman used his left hand to press a button on his keyboard and the image of Sonic changed to a group shot of him and everyone he knew.

Discord grunted; he hadn't expected this hedgehog to know so many people, but he still didn't see the problem. "Okay, so what's the big deal?" he wondered.

Eggman answered, "The big deal is, I've been trying for a long time to do something about the way things are done in my world. I have big plans for my new empire, but Sonic is there to ruin things every time! He gets to be a hero while I'm branded a madman, a lunatic, something I'm sure Princess Celestia has done to you!"

Discord's expression darkened at that. "Indeed she has. She and her 'precious' little sister discovered the Elements of Harmony a thousand years back and ruined all my fun! And then she and her sister have the gall to become rulers and start preaching about the 'horrors' of chaos! I was pleased when I heard little Luna fell to her fears and became Nightmare Moon. A thousand years ruling alone… she deserved that."

Eggman thrust his arms out, "Exactly! We've both been ruined and labeled fanatics by those who can't see how brilliant we are! Well, it's high time that changed, and with the Time Eater's power, we can make it happen!"

Discord looked down at him, "How?"

Eggman explained, "When I breached the dimensional barrier and ended up here in Equestria, I was trying to use the Time Eater to travel into the past. Unfortunately, there were some… difficulties. It got scrambled up and went out of control! It did travel across time and space, but not in the way I wanted it to!" He pointed at Discord, "That's where you come in, Discord. I've read about your powerful chaos magic and what it can do. Not only can you manipulate others, you can control them as you see fit."

Discord chuckled, "Well, I suppose I am a bit famous for it. Anyway, go on."

Eggman continued, "I used what little control I had over the Time Eater to get you here and free you because I thought your power could help me. But I didn't just do it for my benefit, oh no! If you agree to help me, I'll help you too!"

Discord waved his lion paw in a circle while saying, "I'm listening…"

Eggman explained, "My scheme is to go back in time and take control of it, thus erasing all of my previous defeats. Now that our worlds have become connected in a way, the same can be done for you. We could travel back in time and make sure that Twilight Sparkle and her fellow Elements are unable to seal you back into stone. Or better yet, we could travel back a thousand years and make sure you were never sealed into stone to begin with! We could distract Celestia and Luna so they can't use the Elements of Harmony, or we could simply destroy the Elements altogether; it doesn't matter! The point is we'll be able to change whatever we want and make Equestria yours forever! Help me control the Time Eater, Discord, and I'll make sure you get what's rightfully yours."

Discord grinned widely, "Doc, I gotta hand it you, you have a way with words." He then leaned down so his head was closer to Eggman's and said, "Although I can't help but wonder if there's a catch to all of this."

Eggman replied, "Oh, there's no catch, absolutely no catch at all! All I ask is that, once we're done reshaping history to our liking, you give me an untouched patch of your new Equestria to establish my empire in." Discord opened his mouth to protest, but Eggman held up his left hand and continued, "In exchange, I will give you an equally-sized patch of my world that you will be free to spread your chaos in. Both of our new worlds will be established by us working together, and they will be maintained that way. When faced with the combination of my genius and your chaos, no one would ever dare oppose us! We'll establish our own place in history and ride it all the way to the future!" He lowered his left hand as he finished speaking, waiting for Discord's response.

Discord thought for a moment before smirking down at Eggman, "You drive a hard bargain, Eggy, but I think I can get over it." He raised his lion paw hand while Eggman raised his right hand, both of them coming together and shaking to make their partnership official. Once they were done, Discord asked, "So when do we begin?"

Eggman's glasses glinted for a moment, "Immediately."

* * *

><p><strong>After the Time Eater's first story appearances<strong>

Discord laughed as he lay on his back, his long body spread out across his favorite couch. "Oh, that was so much fun, Eggy! The looks of fear and their panicking when they saw the Time Eater… priceless! And I have to admit, I enjoyed smacking down Rainbow Dash and that blue hedgehog! Such a rush…!" he exclaimed.

Eggman, who was standing over at his computer, replied, "Yes, I'm rather satisfied with our success so far as well, Discord. But there's still more to do!" He turned to look at Discord and, while pointing at his screen with his left hand, said, "Ponyville and the site of that little Sonic Shuffle aren't the only places that have been hit by the Time Eater's power. Both time and space have essentially been warped across both worlds. Right now, we could open up a portal to any location in either world at any point in time, so come over here and help me pick spots to drop our guests off."

While Discord snapped his fingers, causing his couch to come to life and begin dragging itself across the floor, Orbot floated up next to Eggman and asked, "Boss, if you've ruined time and space in both worlds, why does it appear as though this castle has been unaffected?"

Eggman looked down at him and replied, "Oh, it HAS been affected. I just had the Time Eater close it off in its own little pocket zone. As long as we're here, there's no way they'll ever find us." Orbot nodded in understanding.

Discord's couch came to a stop next to Eggman, the draconequus resting his lion paw arm on the back of it and looking over at the doctor. "In that case, would you mind terribly if I spruced the old place up a bit? I suppose it's no surprise since Celestia and Luna abandoned it, but I must say, it's severely lacking in decor," he commented.

Eggman eyed him for a second before answering, "Very well. Once I'm done here, you may use your chaos to 'liven' the place up a bit." He then quickly pointed at his ally, "But no polka dots! And keep your chaos off of my stuff!"

Discord chuckled and said, "Very well. So which statue is first?"

Before Eggman could reply, Orbot crossed his arms and commented, "What an odd thing to say." When he noticed Eggman and Discord were looking down at him questioningly, he uncrossed his arms and explained, "The Time Eater caused everyone it captured to be turned to stone; like you said, they're statues. However, I noticed, in the Boss' records, you claimed you didn't turn ponies into stone. Doesn't that make you a hypocrite in a sense?"

Discord held up his eagle talon and channeled his magic into it to drag Orbot over to him. While holding the red-headed robot in his talon, he replied, "Hm, me turning ponies to stone… That would be an interesting thought to consider save for one thing." He pointed his lion paw thumb at the Time Eater, which had all the electronics removed from it and was now sitting quietly in a corner, "That marvelous creation did the stone-turning, not yours truly. All I did was make the Time Eater behave and help your boss capture those ponies and the other creatures. Therefore, I'd say I didn't personally turn anyone into stone."

Orbot replied, "Well yes, I suppose that's true. But…"

Discord interrupted him, "I didn't turn anyone into stone! The Time Eater did! Now why don't you go help your buddy with his speech problem, hm? Or would you like to find out if you can do the same thing?" Orbot took the hint and quickly leapt out of Discord's talon and shot away from him. While watching, the draconequus commented, "He's got quite a mouth on him."

Eggman, who had turned back to his computer during the exchange, replied offhandedly, "Yes, I've had to be reminded of that multiple times." He looked up a few seconds later and said, "There. I believe I have a full map of this world, including all the places affected by the Time Eater."

Discord looked over at him, "Oh? Give me a few names."

Eggman held his right hand to his chin, "Well, there's Canterlot, obviously. Most of the sky spots, including Cloudsdale, were hit, as was Manehattan. It looks like the Crystal Empire is being protected by some kind of force field that's keeping the Time Eater's power at bay, though. Guess we'll have to pop in and let them know that they can't hide from this!"

Discord smirked, "You mean like how we popped in on the Elements of Harmony, completely bypassing that silly spell Celestia placed on that tower to keep me out? That was great!" He reached down with his eagle talon and then brought it back up, now holding an orange apple-shaped necklace in it. "And to top it off, I get to hang onto honest little Applejack's necklace while the rest are scattered who knows where across time and space!" he grinned.

Eggman nodded, "Exactly! As long as we hold onto one of the Elements of Harmony, it doesn't matter if those fools manage to reunite and start looking into what happened. They'll never be able to get them all back now!"

Discord asked, "Speaking of which, do you know if the Time Eater is able to grab things without turning them white or into stone, or is that the only way it works?"

Eggman thought for a moment about what his analysis of the Time Eater had revealed before answering, "I believe it can extract others without changing them. Turning them to stone is better in this instance because it means it's easier to keep an eye on all of them. Why?"

Discord replied, "Oh, I was just thinking it would be fun to scoop up Celestia and have her get out of that castle of hers for a change. She could really use the exercise, her and her fat flank."

Eggman held his left hand to his chin as he thought about this idea. "You know, that's not a bad idea! We could find and grab some old faces from both worlds, throw them in the mix, and see what happens! And not just allies either; I'm sure we can track down some old foes and rivals as well to make it more fun!"

Discord sat up and clapped his 'hands', "Ah, excellent! I'm certain those three fillies that got into an argument just before I was freed last time are related to Twilight Sparkle's friends in some way; let's get them and any other family members involved in this! And I remember feeling some kind of powerful blast going through Canterlot one time. Do you know anything about that?"

Eggman looked at him and replied, "You're probably thinking of the blast that Shining Armor and Princess Cadance created to expel the changelings from Canterlot." Turning back to his computer, he said, "At any rate, I'll set the computer to start searching for anyone, pony or otherwise, that are related to our guests of honor or anyone else they've met that we can use. I, meanwhile, will start searching for something from my world that will no doubt help us immensely, especially if Sonic doesn't get his dirty hands on it first."

Discord looked at him, "What might that be?"

Eggman replied, "Patience, my mismatched friend. It'll be easier to show it to you rather than trying to explain it." He started typing on his keyboard, "For now, I've decided on three locations to drop off six of our guests in, two for each. The rest I haven't decided on yet, but this will be enough for our dear speedsters to begin the games with."

While Eggman kept typing, warming up the Time Eater, Discord grinned as he eyed two screens on the large computer. One showed a rainbow-maned pegasus in a grassy area and the other showed a blue hedgehog in a completely white area. Both appeared to be unconscious, but it was a safe bet that they would start to regain consciousness soon. "Twists and turns, it's all part of our plan. To get through it all, you'll all have to go as fast as you can."

* * *

><p><strong>After Ice Cap<strong>

Discord chuckled to himself, the draconequus sitting on his couch on the side of the chamber opposite Eggman's computers. He had a glass of chocolate milk in his lion paw hand and was sipping the glass as he looked at the TV he had created in front of him. "Ah, that Amy Rose certainly has her thorns. Who would've thought that," he mused to himself.

Orbot and Cubot hopped up onto the couch and opened up next to him, Orbot asking, "What's on the television? Did Sonic upset Amy again?"

Discord replied, "No, Twilight Sparkle's little dragon assistant did. She's just mad at Sonic because he's protecting the little baby." He finished his glass and threw the chocolate milk over the back of his couch, the milk exploding when it hit the floor, and held his hand lion paw hand to his chin while his eagle talon was already getting a new glass from a cotton candy cloud, "I'm a bit surprised, actually. Is she often this angry?"

Orbot replied, "I believe she mellowed out for a while, but then she seemingly got obsessed with Sonic all over again and it's given her a short fuse, so to speak. Sonic did try to go on a date with her a few times, but from what I can tell, he's really been avoiding her lately. I don't fault him." Discord nodded before placing his lion paw arm on the back of the couch and holding his glass of chocolate milk in front of him.

Cubot asked in a Jamaican accent, "Hey mon, can't you do something about that womon? Can't you use your fancy magic and make her the opposite of who she is? She might be a little nicer that way."

Discord replied, "Honestly, I don't think that would happen. I'm actually worried about what would happen if I did mess with her. Pinkie Pie may have been wild while she was normal, but she never got quite that angry, even when I did wrap her up in my magic."

Cubot whined, "Aw, come on, mon! You've done everything else so far! You got cows dancing around downstairs, the walls and floors don't match, and you keep making the sky change color! Do the mind thingy! You said you're famous for it, right?"

Discord, now a bit annoyed by the yellow robot, replied, "Okay box head, I'll tell you what." He closed his lion paw into a fist and held it over Cubot's head, "I'll give your personality a switch!" With that, he slammed his fist down on top of the robot's head, his eyes closing for a moment when it came back up before they opened again and he stared blankly for a second.

Then he spoke in a familiar accent, "Arrr, you're gonna regret that, ye Leviathan! No beast has tangled with this 'bot and lived to tell the tale! Mark my words, I'll have ye keelhauled!" He then turned and shot off the couch, quickly exiting the chamber.

Discord chuckled to himself at Cubot's 'mood swing' while Orbot facepalmed. "I could've sworn I removed that chip from him…" he groaned.

"Oh, relax. You know Egghead's opinion of him isn't going to change if he catches him acting like a pirate," Discord said, waving his lion paw and bringing his chocolate milk up to his lips.

"I heard that, Discord," Eggman's voice suddenly spoke, causing Discord to lose his grip on his milk and send it falling to the floor, where it promptly exploded while splattering drops of glass on the draconequus.

Discord growled and both he and Orbot turned their heads to look at Eggman, the scientist walking over to their couch with his hands behind his back. "This better be important. Not only am I missing some good chaos, but I just wasted a chaotically good chocolate milk!" he exclaimed.

Behind his glasses, Eggman rolled his eyes, "Oh, like you could ever run out of chocolate milk, Discord." He came to a stop right behind the couch while Discord continued to look at him angrily. Ignoring the glare he was receiving, Eggman turned to Orbot and asked, "So tell me, Orbot, did Sonic and his new pony friends make it through the frigid Ice Cap and rescue Knuckles and Applejack?"

The red robot replied, "I'm sure you know the answer already, but yes, yes they did."

Eggman smiled, "Good! I've sent a few old friends to hopefully break up their little party for the time being, so I believe it's time to have a little fun of our own with the rest of them."

Discord's expression lightened a bit at that, "What kind of fun?"

Eggman looked at him, "I was thinking we could give those ponies a shock by reintroducing them to someone from their past. Someone they thought was long gone."

Discord raised an eyebrow, "You mean me?"

Eggman replied, "Yes and no. I was thinking more along the lines of, oh… the Mare in the Moon!"

Discord's eyes brightened, "Oh, you want to bring Luna into this too, huh? Watching Twilight and her friends get attacked by their 'princess' and 'friend' who has once again fallen to darkness… sounds deliciously chaotic! Are you bringing Nightmare Moon here now so I can 'convince' her to help?"

Eggman deadpanned, "No. You need to get off that couch and do something other than enjoy yourself, Discord. That's why YOU will be playing the role of Nightmare Moon… but they won't know that!"

Discord's eyes widened and then narrowed in seconds at this, "Whoa, whoa, whoa! I agreed to help you with your little scheme! You never said anything about me having to change into a girl!"

Orbot looked up at him, "That seems like a rather unusual thing to do. Are you saying you can't do it?"

Discord stood up from the couch and placed his hands on his hips as he glared down at the robot, "Of course I can do it! I can do anything I want!"

Orbot pressed, "So why are you not agreeing to it?"

Discord answered, "You said it yourself! It's unusual, but not chaotic! My magic works better if what I'm turning into is more than 'unusual'!" He raised his lion paw and snapped his fingers, a flash obscuring him from view. When it cleared, Discord was dressed like an elderly woman, wearing a pair of glasses on the end of his nose, lipstick, a purple shower cap with yellow polka dots that had white hair sticking out from under it, and a bracelet on his eagle talon. He spoke, "This is chaotic!" He snapped his fingers again and, after another flash, he changed his appearance to look like the original Nightmare Moon, "This, however, isn't just unusual and child's play, but also normal! And that REALLY puts a drain on me!"

Eggman spoke, "I had a feeling it might. That's why what I was looking for will help you immensely!" He brought his hands out from behind his back, revealing a bright, shiny emerald in his right hand.

Discord eyed it with his now-equine eyes suspiciously, "An emerald? That's what you were looking for? It looks nice, I'll give you that, but that's the big thing you were trying to find?"

Orbot spoke, "Why, that's no ordinary emerald! That's one of the seven Chaos Emeralds!"

Discord looked surprised at that, "Wait, CHAOS Emerald? Wha… HUH?!"

Eggman smiled, satisfied at Discord's reaction. "Ah, that's right. I was so eager to get right to the plan that I didn't tell you about the Chaos Emeralds. They don't just 'look nice' as you said; they're also quite powerful! That power is creating that glow you're seeing."

Discord held his right hoof up to his chin, "Really?"

Eggman replied, "Feel for yourself!" He tossed the emerald to Discord, who caught it in his right hoof. The temporary alicorn's eyes soon widened a bit. Eggman smiled, "Can you feel the power?"

Discord deadpanned, "Oh. I can feel it. I might be able to pose as Nightmare Moon after all."

Eggman nodded, "As I thought. Now imagine if you had six other emeralds that had the same amount of power you're feeling now. Think of the chaos you could cause with that kind of power!"

Discord replied after a moment, "I think I already have enough power on my side to be able to cause any kind of chaos imaginable already, doctor."

Eggman shrugged, "Well, fine then, you don't have to use them. But you see now, don't you? Why we have to keep those emeralds away from Sonic and the ponies? It wouldn't be good for us if they were to gather all seven! So take that one with you to help maintain your disguise and introduce its power to your old pony 'friends'! Let them know what will happen if they decide to actually cross us!"

Discord replied, "An excellent idea, doctor! It will be…" He cleared his throat and started again, now speaking in Luna/Nightmare Moon's voice, "It will be their worst nightmares brought to life!"

Eggman smiled, "The Time Eater is all set to take you to your destination, 'Nightmare Moon'. They're all yours; happy haunting!" Discord flew over to the Time Eater, the beast opening a portal for him that closed shortly after he flew into it.

A few seconds after the draconequus had left, Orbot asked, "Boss, are you sure it was a good idea to give him that Chaos Emerald? He is the Spirit of Chaos and Disharmony, after all."

Eggman replied, "Oh, don't worry about him. For having such a big title and ruling Equestria prior to Celestia and Luna, it seems like he's mostly out to amuse himself, and he amuses fairly easy. What he's done with this castle so far appears to be what he mostly does; at least it's all he was ever really shown doing when I looked into the past. He might be able to turn his chaos into attacks, but he's still a clown. If he ever had to go up against someone like Shadow, I have a feeling he wouldn't last long." He looked over at Orbot and asked, "By the way, where's that Element of Honesty necklace Discord was holding onto?"

Orbot shrugged, "I don't know. As far as I know, he still has it."

Eggman looked at him for a moment before replying, "Well, it's no big deal if he does, I'm sure. As long as he holds onto it, that is." He turned and started walking towards his computer while saying, "Anyway, I've got to be ready for my cue when Sonic shows up, and then there's a certain magician that's been hanging around Ponyville lately that I would like to invite over."

* * *

><p><strong>After the battle against 'Nightmare Moon'<strong>

Orbot and Cubot jumped as a large portal opened on the wall of the chamber and the Time Eater came through it, dragging 'Nightmare Moon' with it and dropping the 'alicorn' in the middle of the room before going back to its resting spot in the corner. Seconds after it landed, while 'Nightmare Moon' recovered from the rough landing, Eggman's Eggmobile emerged from the Time Eater's body and flew over to the raised platform at the end of the chamber, landing next to it. The doctor then climbed out of it and walked down the steps, angrily walking over to his ally.

'Nightmare Moon' sat up and glared at him, "What was the big idea back there?! I had everything under control!"

Not breaking stride, Eggman said, "Oh, drop the falsetto, Discord! I'm not paying you for it, especially not after THAT performance!" He stopped in front of the fake alicorn and poked his left finger under his/her chin, "And while you're at it, make yourself a little more presentable! That is NOT a good look for you!"

Discord glared at him for a moment before saying, "Fine!" He tapped his left hoof on the ground and, a second later, he regained his true form, still sitting down and above Eggman. He lowered his head so his face was right in front of Eggman's, "NOW do you want to tell me why you decided to butt in?!"

Eggman got right up in the draconequus' face, "Yes! Because you were getting too into your role! I warned you Sonic would be different from any of those ponies, even Rainbow Dash, and what do you do? You not only provoke him, but you fell for his taunts! I had just invited a very important guest over when my robots alerted me to what you were doing! If I hadn't stepped in with the Time Eater when I did, who knows what you would've done!"

Discord argued, "Come on, you don't like the hedgehog any more than I like those ponies! What's it matter if I rough him up a bit? And what's this about a guest?"

Eggman retorted, "You'll get the answer to that question later, and for your information, no one's allowed to defeat Sonic except for ME! That honor is reserved for me alone! You either defeat him with me or you don't get to defeat him at all!"

Discord raised his head and looked away, "Yeah, right." He rubbed his neck with his eagle talon, "That Nightmare Moon disguise was getting a bit stuffy anyway."

Eggman grunted, "Hmph! I suppose it's no surprise that you're able to bounce back from being defeated like it's nothing." He started walking past Discord before stopping and turning back to him, holding out his right hand as he said, "Oh yes, I want the Chaos Emerald back now."

Discord glanced down at him for a second before saying, "Oh, all right." He began reaching into his fur with both hands, even detaching his arms so they could do a full sweep, but neither hand grabbed or brushed over anything. He raised an eyebrow, "Hmm? I know I put it…"

Eggman immediately caught onto what he was saying and yelled, "Don't tell me you dropped it!"

Discord reattached his arms and shrugged, "Looks that way, Doc. I think I also dropped the Element of Honesty too."

Eggman facepalmed, "Grr…! I told you we needed to hang onto that! Same with the Chaos Emerald! Do you WANT them to get both first and seal you back into stone?!"

Discord glared angrily down at him, "Do you even need to ask? Of course not! I don't want them to get those emeralds since they're so important, and I definitely don't want them to get the Elements of Harmony again, especially since you won't let me mess with them!"

Eggman looked up at him, "Good, I'm glad we understand each other! Our best course of action right now would be to get the Element of Honesty and the Chaos Emerald they have back from them before they can find the rest of the Elements and emeralds! And since you're responsible for this mess, YOU get to fix it!" He angrily started walking back towards the end of the chamber, going back to his Eggmobile.

Discord eyed him, "How am I supposed to fix it when you won't let me do my thing? And where are you going?"

Without stopping, Eggman replied, "I'm taking the Time Eater to make an appearance over Ponyville in order to restore part of the town and open up some new portals! As for fixing it, I'd suggest following Sonic and his little friends into one of them, preferably the first one they pick, and getting that necklace and the Chaos Emerald back!" He reached the stairs and walked up them, climbing into his Eggmobile and starting it up. Before he took off, he added, "And make sure you do it in such a way that they still don't know that you're free!"

While Discord watched him fly up to the Time Eater, Orbot and Cubot bounced over next to him and opened up. "Sheesh, what a control freak!" Discord groaned, propping his eagle talon elbow up against his goat leg and resting his chin in his hand.

"Yes… but I suppose that's what you get for not doing what you were told. This day isn't exactly changing into what you thought it would, is it?" Orbot commented.

Discord whirled his head around to look at the robot and yelled, "I wasn't talking to you!"

Cubot piped up, "Arrr, the sea hears everything, ye scurvy dog! She swallows all she's given too! You'd best be careful around the captain, or you'll be walking the plank!"

Discord spun around and bucked him with his goat leg, saying, "Oh, shut up!" The buck sent the yellow robot flying across the room, where he landed in a heap on the floor.

Cubot soon hopped up and exclaimed, "Arr, the sea! She advises a retreat for now… But my fury continues to grow, beast! I shall return! AWAY!" And with that, he once again shot out of the chamber, both Discord and Orbot watching him.

They soon turned their attention back to the Time Eater, the creature giving a growl as it started up again. It soon opened a portal on the wall of the chamber and flew into it, the portal closing up as soon as it was out of sight. After it closed, Discord raised his lion paw hand to his chin, thinking about how best to approach the situation he was inevitably going to have to face once Eggman returned…

* * *

><p><strong>After the Windy Valley race<strong>

Eggman was typing on his computer and Orbot and Cubot were floating over Discord's couch watching cartoons on the TV when a loud pop from the center of the chamber caught their attention and they all turned to see three battered pegasi standing in the middle of the chamber. Upon noticing their unusual features, Eggman said, "So you're back. Did you get the Chaos Emerald and the Element of Honesty back?"

The two male pegasi slid into their leader and, with a bright flash, changed into Discord, the draconequus rigidly standing and looking like he was sulking. "No, I didn't," he deadpanned. Noticing the look on Eggman's face, he mockingly said, "Oh, I'm sorry, Doc. After all the sneaking around in the shadows and waiting to spring a trap on them, I just couldn't do it and let them go." He groaned as he rubbed his cheek where Twilight had hit him with her book, "You know, you could've told me a little more about that fox friend of Sonic's. I mean, did you expect me to know he was thinking up a plan from the moment he saw me?!"

Eggman quipped, "You're made up of a lot of different creatures. Don't you already know foxes are smart like that?"

Discord snapped his lion paw fingers and his couch immediately shot out from under Orbot and Cubot and slid over to him. He flopped down onto it and said, "It's kind of hard to think when you have a headache as bad as I do right now."

Orbot and Cubot floated over to the draconequus, the former asking him, "Would you like an aspirin?"

Discord looked down at him and replied, "I don't know what that is, but no. I've got three times the headache I should have thanks to those ponies and their friends, and don't get me started on how the rest of me is feeling." He looked up at the ceiling and dramatically cried, "Oh, the pain~! Oh, the pain of it all~! This is why I prefer to let my magic do all the work for me while I watch! I can't handle it!"

Eggman snorted, "What a lightweight." Discord sat up and glared at him, causing Eggman to smirk, "You should get into fights more often, Discord. Your enemies clearly do, save for Celestia, and look at them! They don't crumple as easily, or at least not complain as much, as you do." He then stood proudly, "And don't forget about me! All this time fighting Sonic and his friends has done wonders for my physique! You can really build calluses and muscles by fighting a meddling hedgehog! With as much as you sit around and snack, I'm surprised you haven't started to go soft!" He then turned back to his computer and, while typing on it, muttered to himself, "Hmm… So that's where the changelings ended up… I wonder if they'd like another chance at revenge… and to temporarily have the transformation abilities that these mimicker creatures have."

While he continued working, Discord turned and looked down at Orbot and Cubot and asked, "Is he serious?"

Orbot shrugged, "I wouldn't know. If he was, you'd think he'd be bulging with muscles with as often as Sonic beats him. And he thinks you should be the soft one; he's constantly sitting down and snacking on something, whether it's a sandwich, ice cream, or something else that's unnecessarily fattening."

Cubot nodded and, in a girly voice, added, "Don't forget his late-night snacking! And for wanting to compete in the Olympics, you'd think he'd work out more!"

Before any of them could say anything else, Eggman shouted, "I HEARD ALL THAT!" He whirled around and glared angrily at his robot lackeys, both of them suddenly looking extremely nervous. "Since you two apparently have a lot to say, why don't you come up with a plan to get the Chaos Emerald and the Element of Honesty back from Sonic?!" He then leaned towards them as he added, "And if you know what's good for you, you'd better not disappoint me!"

The two robots were silent for a moment before Orbot held his hands to his head and said, "Oh dear, Boss! It seems Discord's headache is contagious! I have one now!"

He nudged Cubot as he said the last sentence, the yellow robot getting what he was doing and following suit, "Uh, yeah! I can't concentrate either! Can we go lie down?"

Eggman sympathetically said, "Aw, you two have headaches…" Both Orbot and Cubot nodded wildly. Eggman soon grinned widely, "Guess the doctor's going to have to OPERATE!" The two robot's eyes widened and they froze up as Eggman put on a tool belt and picked up a large hammer he had next to his computer. As soon as he took the first step towards them, they took off, hovering as far away from him as they could. While holding the hammer over his head, Eggman chased after them while yelling, "Get back here!"

While Eggman continued to chase his robot lackeys around the chamber, Discord sat back in his couch and watched the show, making a bag of popcorn appear next to him. "Ah, my headache is feeling much better already!" he smiled to himself as he tossed some popcorn in his mouth, the sound of pop rocks popping filling the air as he chewed.

* * *

><p><strong>After Frog Forest<strong>

Discord hummed to himself as he passed through the doorway leading to what he had dubbed the weird scientist's lab in the Ancient Castle of the Royal Pony Sisters. He looked over to his left to see Eggman, back to work on his computer after making the Time Eater appear over Ponyville for a scare, no doubt still searching for the Elements of Harmony and the Chaos Emeralds. On his right, Orbot and Cubot were once again floating above his couch and watching TV. Discord shrugged and walked over to Eggman while tossing his iDiscord camcorder (his personal brand!) up and down in his lion paw hand. Once he reached the scientist, he pressed against the console with his eagle talon hand and said, "Hey Eggy."

Without looking up, Eggman asked, "Yes, what is it, Discord?"

The draconequus replied, "You might be interested to know I decided to take a little walk just now." Eggman grunted and nodded, still not caring, "Yep, to the jungle where Twilight and her little friends were just at, to be exact."

That caught Eggman's attention and he looked up at Discord, "What?! They didn't see you, did they?!"

Discord waved his eagle talon in a dismissive manner, "Of course not. I resisted the urge to reveal myself like you told me to, and anyway," he held his camcorder out to Eggman, "you might be interested to see what I saw while I was out there. It sounds like Sparklebutt is having some kind of problems, problems that she's willing to talk to Sonic about… alone."

Eggman looked at the camcorder with interest at that, "Really?" He took the camcorder and looked down at it as he said, "This could come in handy later, if my research is correct."

Discord held his hands behind his back and stood up tall with his eyes closed, "Glad to be of service." He then opened his eyes and looked down at Eggman, "So, any luck yet?"

Eggman grunted, "No. Despite upgrading everything, the warping of time and space is still messing with my equipment. It's making it difficult to track down the remaining Chaos Emeralds and Elements of Harmony since the time-space barriers are so weak, their readings are spilling over into other locations and making it difficult to pinpoint their exact locations."

Discord asked, "So your machines are worthless, then? That means you're going to have to try something else to find them, doesn't it?"

Eggman turned and set the camcorder down on top of his computer as he said, "Not a chance. I put together some new software that will pick up on the readings and start to track them back to their source. That will reduce the likelihood of false alarms."

Discord shrugged, "All right, if you say so." He turned and started walking over to join Orbot and Cubot on his couch.

As Eggman looked up, his eyes caught one of the screens on his computer and he looked at it for a moment before raising his right hand and snapping his fingers. At this, the Time Eater opened a small portal on the wall next to the chamber entrance. As he walked towards it, Eggman called, "Please excuse me, gentlemen, but I have to go check on our guest. And behave! I don't want to be disturbed unless the scanners pick up something!" The three couch potatoes gave a halfhearted grunt or murmur in response. Eggman ignored this and continued walking, going through the portal.

The portal led Dr. Eggman to a chamber hidden underneath the Ancient Castle of the Royal Pony Sisters, most likely a former basement or meeting place when the castle wasn't as ancient. Eggman proceeded to the center of the chamber, where, atop a raised platform, an azure unicorn with a magic wand sprinkling pixie dust for a cutie mark was chained to the ground, a magic-binding collar strapped to her horn. On the ground nearby was what appeared to be a superhero costume designed to fit a pony.

As Eggman approached her, the unicorn struggled to break free, but the chains held strongly against her attempts. When Eggman was standing right in front of her, he spoke, "I must apologize again for the accommodations, Miss Lulamoon. It was the best I could do on such short notice. We'll get right down to business since I know you great and powerful magicians are QUITE busy." He smirked down at her, "It's been a little while since I gave you my proposal. Have you given it any further thought?"

* * *

><p><strong>After the Time Eater's appearance following the FinalHazard battle<strong>

Discord glanced up lazily as a portal opened on the wall and the Time Eater came through it, the draconequus sprawled out on his couch with his hands behind his head. He smirked to himself as the creature landed in the corner, wondering how Eggman would react to his redecorating. He got his answer after Eggman detached his Eggmobile from the Time Eater, his robots hanging onto the side, and he started making his way over to the landing area. As soon as he noticed the walls, which were covered in lines, polka dots, and bright colors, he screamed, "DISCORD!"

Discord laughed as he sat up, admiring his work as he said, "Hey Doc! You like what I've done with the place?"

Eggman didn't respond until he had landed his Eggmobile and walked across the chamber to Discord, where he said, "For your information, I DON'T! I told you: no polka dots! And what's with all the bright colors? I'm getting a headache just looking at the walls!"

Discord sighed and snapped his fingers, causing the walls to change back to their normal gray color. "There, you happy now?" he asked. Eggman just gave him an annoyed grunt as a response and walked a short distance away. "Sheesh, what are you upset about now? You get a letter from Weight Watchers or something?"

Eggman glared at him over his shoulder, "I'll have you know my weight is VERY attractive and healthy! As for why I'm feeling this way, I nearly had one of the Chaos Emeralds and the Element of Magic!" Discord looked at him curiously at that. Eggman grumbled, "Unfortunately, it looks like they were hit by the Time Eater's power differently compared to the other Emeralds and Elements. They were both completely white and turned to stone. That wouldn't have been a problem if, when we tried to approach them, they repelled the Time Eater and forced us to retreat! Therefore, it looks like we're going to have to wait for Sonic and his friends to restore them before we can take them for ourselves."

Discord replied, "Hm. Well, you don't have to get all huffy about it. You've got that other Chaos Emerald that you found after you finally stopped chasing your lackeys around, and it's not like you're going to grow old waiting for them. Learn some patience!"

Eggman grunted, "Like you would know anything about patience, Discord. You were all set to go back to turning Equestria upside-down without stopping to learn more when I set you free. And I highly doubt, had anyone been able to know what was on your mind, you were ever patient as a statue." He then looked off to the side and muttered, "I'm beginning to see why he was sealed into stone in the first place."

Discord raised an eyebrow, not hearing what Eggman said but knowing he had said something. He soon decided to ignore it and said, "Fine. So what do you plan to do now?"

Eggman walked over to his Eggmobile and began to dig through it, saying all the while, "I'm not going to do anything myself just yet. I believe it's still too early for that. That doesn't mean it's not okay to up the ante and make it a bit harder for them, though! It'll be easier to snatch the Element of Magic and Chaos Emerald from them if they're tired out." He soon found what he was looking for and walked back over to Discord. He then held up the object in his hand, which looked like a small tuning fork, and said, "I'm going to need you to put some of your magic in here, Discord."

Discord eyed the object skeptically before looking up at Eggman and asking, "Why? What's that for?"

Eggman answered, "It's a fairly standard neuro-controller. I can attach this device to somebody and control their physical actions from far away. The difference with this one is it has an additional small compartment for your magic. When the magic is added to this compartment, it will add the effects of the magic as an additional effect, thus making the device more effective. As such, the bursts of magic it releases will be controlled."

Discord sat up straight and crossed his arms, turning his head to the side and closing his eyes as he said, "I don't think so, Eggman. I'm a force of nature; there's no controlling any part of me! You can go find someone else to help you with your crazy idea because I'm not doing it." He opened one eye after a second and looked down to see Eggman looking at him expectantly. They continued to stare at each other for several seconds before Discord finally relented, "Fine. What kind of magic do you want?"

Eggman replied, "A little bit of mind control and a tiny bit of memory loss. I don't want that unicorn to remember everything."

Discord grunted as he pointed his lion paw down at the device and began to fill it with the requested magic, "Ugh, that boisterous showboat? Why don't I add a little something to make her magic more powerful while I'm at it?"

Eggman pulled his hand away once Discord lifted his lion paw, "No, I've already put a little something together for that." He looked down at the device as it shone yellow for a moment, the glow fading as Discord's magic found its way into the compartment. He nodded, "This will do for one of my backup plans in case those fools don't tire out on their own. I just have to get the others ready." He then looked over at his robots, which had been quietly floating the entire time, and said, "You two, come with me! We've got work to do!" Despite whatever the robots were thinking, they obediently followed him as the Time Eater opened up a new portal and went through it with him.

Once the portal had closed, Discord turned to face the TV and made the remote appear in his eagle talon hand. "If they flew over Ponyville, some new portals should have appeared. Let's see what their travel plans are now," Discord said to himself as he turned on the TV. Flipping through the channels for a bit, he soon came across a channel showing stone paths, exotic food, and Eastern architecture. "Boring!" he yawned as he changed the channel. Seconds later, an image of giant food, rides, and chocolate milk was displayed on the screen, catching his attention. "Ooh, I think I've finally found a place to set up my summer home!" he smiled to himself. He savored the vision before him for a minute before, reluctantly, lifting his claw to change the channel. The claw came down…

And he winced when the new image appeared on the screen. "Uh… Barren, wasted land, erupting volcanoes and lava monsters, and possible widespread destruction… It's chaotic… but not in a good way," Discord breathed to himself. Curious about this location, he pressed the button on the remote that said 'Information' and began skimming over the details. "Unstable crust… world destroyed by Iblis and its minions… a future that shouldn't exist?" he murmured to himself. He threw the remote over his shoulder (the remote squeaking and bouncing like a rubber ducky when it hit the ground) and flew over to Eggman's computer, wanting to know more.

"Hmm… Mephiles the Dark… Pretty strange, yet creepy, looking fellow. Is there anyone else at this hotspot besides our guests?" he mused to himself. He soon found his answer, "Looks like Applejack's got a cousin and a friend there. Dragons… some hedgehog named Silver… hmm? Silver met this Mephiles character in this alternate future?" He thought about this for several moments before looking around the chamber. "_No Eggman or his lackeys to keep an eye on me…_" he thought. With this in mind, he snapped his lion paw fingers, a bright flash coming from his body as he changed. When the flash cleared, he looked like a pale, off-color Shadow, exactly what Mephiles looked like in some of the pictures on Eggman's computer.

Discord looked over himself for a moment before nodding, "Looks good. Now…" He cleared his throat and said, in a darker voice that fit his new appearance, "It's time to spread some chaos!"

* * *

><p><strong>During the Dragon Road chase<strong>

Eggman grunted as he stared intently at the TV screen in front of him, the scientist sitting firmly on Discord's couch. In his hands was a gray controller with two analog sticks and a collection of buttons; on the floor in front of the TV sat a gray box, most likely some kind of computer system. Eggman carefully moved the left stick on the controller forward, his eyes focused on the screen as he carefully made his move.

"HEY EGGMAN!" Discord's voice suddenly rang out, causing Eggman to yelp and jump slightly as his concentration was broken, though he thankfully took his thumb off the left analog stick. He glared back over his shoulder to see Discord's grinning face looking back at him. "You know, you really shouldn't be so focused on one thing like that. Loosen up a little!" the cheeky draconequus said. He spotted the piece of hardware sitting on the floor in front of the TV and asked, "Ooh, what's that, an Eggsbox? Can I be player two?"

Eggman groaned as he bent down and picked his controller up, focusing on the TV again as he grumbled, "Hmph. No, you can't be player two, Discord."

Orbot floated up next to his leg and asked, "May I be the second human-controlled player then, Boss?"

Eggman replied, "No, you can't be player two either, because there is no second player! This is a one player game, and I have the controller!"

Before an argument could start, Cubot floated over, holding something in his right hand, and said, "Pardon, m'lord, but methinks I hath foundeth something." Orbot, Eggman, and Discord looked at the yellow robot as he held up what appeared to be the end of a red unicorn horn.

Eggman eyed the horn suspiciously, "A red horn? How did that end up here? And why…" He stopped short as he remembered where he'd seen a horn like that, dropping his controller and backing away a bit. "Egad! That's King Sombra's horn!" he exclaimed.

Discord looked at him, "Who?"

Eggman answered, "King Sombra!" Discord still looked confused, so Eggman clarified, "Ruled the Crystal Empire a thousand years ago? Enslaved ponies?"

A look of comprehension dawned on Discord's face, "Oh yeah, him." His expression quickly changed and he flew over to Eggman's computer, exclaiming, "Ugh! Get that thing out of here!"

While the draconequus started typing something on the keyboard, Cubot looked at Eggman in confusion, "Forgiveth me, lord, but I do not quite understand…"

Eggman saw a portal open up behind Cubot and, while standing up, said, "You don't have to! Just hold still!" He then crossed over to Cubot and swiftly kicked the horn out of his hand, sending it flying into the portal. The portal closed as Eggman breathed a sigh of relief and knelt down on one knee. "There. He's their problem now," he muttered as he started dusting his boot off.

**During the battle between Trixie and Twilight**

Eggman growled as he fought with his controller, his eyes briefly glancing at the HUD on the screen before shifting back to the action. "Rrgh…! Blasted unicorn, hold still! You should be as athletic as I am, what with all the time you spend with your nose buried in those books of yours!" he yelled as he threw his headset onto the couch.

Discord was sitting next to him on the couch, the draconequus daintily sipping a cup of tea before saying, "She's a feisty one, isn't she? This really isn't looking good for you, Doc."

Eggman grunted, "You think?! It's not my fault! The fighting controls aren't working the way they're supposed to! I should've spent more time developing it!"

Discord took another sip of tea and asked, "You sure you don't want a second player?"

Eggman glared at him, "For the last time, NO!" He looked back at the screen and grunted before saying, "Now look what you've done! I could've dodged that if you'd kept your mouth shut!" Discord rolled his eyes and continued to watch silently. A few minutes later, on the TV screen, Twilight unleashed a powerful dome of magic that sent Trixie flying and damaged the neuro-controller Eggman had placed in the azure unicorn's ear. The TV screen went to static for a moment before going black and displaying the words 'YOU LOST' in red letters.

Eggman growled and threw his controller on the ground, crossing his arms and pouting while Discord watched in amusement. Eggman soon stood up and walked over to his console, disconnecting it from Discord's TV. "Hey, I want a turn!" Discord complained.

Eggman picked his console up and tucked it under his left arm, along with the controller, before turning to the draconequus and saying, "Well, too bad! That's another plan 'B' down the drain, just like luring them into the den of that Iblis creature was!"

Eggman winced and held his right hand to his head, feeling as though the name 'Iblis' was familiar for some reason. While he shook off the feeling, Discord thought to himself, "_So was manipulating that Silver hedgehog. Then again, it was rather amusing to see him fight his friend and shout all that weird stuff._"

He returned his attention to Eggman as the scientist straightened up and walked towards his computer on the other side of the chamber. As he walked, he said, "I'm getting sick of playing around with Sonic and his little friends! I'll let them run around a little more, and then we'll see how they like my LAST plan 'B'!"

Discord looked back at him and called, "And what if your LAST plan 'B' flops, Doc?"

Eggman didn't even slow down as he answered, "We still have one other Chaos Emerald. If this plan 'B' fails, then it will ensure that plan 'C' doesn't!" Discord shrugged to himself and, after Eggman left the room, decided to take a break and head to Sweet Mountain for a while…

* * *

><p><strong>After the Egg Wyvern battle<strong>

Orbot and Cubot watched from next to Discord's couch as the Time Eater came through a portal into the room, carrying Dr. Eggman underneath it. As it flew close to the middle of the chamber, the Time Eater released Eggman and let him hit the ground hard. Once the creature was back in its place, Discord floated up out of it and flew over to Eggman. "Heh heh, how's that egghead of yours doing, Doc? Now we're even!" he smiled. Eggman just grunted angrily and stood up, walking rigidly over to his computer. Discord followed alongside while saying, "Oh, come on! I didn't drop you THAT hard!"

Eggman growled, "Oh, shut up, Discord! I don't care about that! I went to great lengths to get that hedgehog alone for a final confrontation; I even had a Chaos Emerald powering my latest creation, and he STILL managed to defeat me!"

Discord shrugged as Orbot and Cubot floated over and caught up with them, "Yeah, so? What are you going to do about it? We still have to stay hidden, do we not?"

Eggman stopped in front of his computer and said, "Not anymore." He picked up a remote that was sitting atop the panel and looked at it for a moment before saying, "We're done playing hide-and-seek with them. In fact, this is where all the games end."

Discord looked intrigued at this while Orbot and Cubot stared at Eggman attentively. "Boss, are you saying…?" Orbot asked.

Eggman nodded, "It's time to put all this back where it belongs and close up shop. No more hiding; it's time to end this once and for all." He pointed the remote up at the Time Eater and pressed the central button on it, "I have some final modifications to make to the Time Eater. Open up those other portals along the train route to Canterlot to delay them." As the mist began to lift from around the Time Eater, Eggman clenched his left fist, "Enjoy the ride while you can, Sonic. It will be the last thing you and your friends get to properly enjoy."

* * *

><p><strong>Sometime after Sonic's birthday party<strong>

Discord mentally sighed to himself. Once again, it was a beautiful day in Equestria and here he was, stuck as a stone statue, unable to liven it up for anypony or, more importantly, himself. How much time had passed since he'd been turned into stone for a third time and had to endure that horrible party they had thrown for that Sonic hedgehog? How many times had he groaned, sighed, and thought about what had happened? He wasn't sure… again.

So that was the way it was meant to be. He had been freed by a creature (somewhat) under the control of a human from another universe, convinced by said human to help him with his scheme with the promise that they would rewrite history, got to trick and mess with his enemies (even if it didn't work out at all times, especially at the end), and, most importantly, got to cause some chaos… only to end up being turned back into a statue, having changed nothing.

Discord felt his stone to see if there was any weakness, but again, there was no change. If the seal never weakened, the only way he could possibly get free again would be if the Elements of Harmony themselves removed it. And how he wished they would; once again he was cramped and sore and desperately in need of stretching. He briefly wondered if he should have stayed outside of his body, either in Equestria or Sonic's world, and remained a specter for all time. He quickly shot this idea down, as being a ghost that couldn't do much of anything paled in comparison to what he was normally able to do.

What made being turned to stone so much worse this time was the direction his thoughts were taking due to everything that had happened when he was free. The last time he was turned to stone, he had no regrets and was filled with questions as to how Twilight Sparkle and her friends had managed to defeat him as he was so sure chaos triumphed over all else. For whatever reason, though, way in the back of his mind, he felt different now; he actually felt bad about what he'd done… but since it was way in the back of his mind and he was sure it was something either the ponies or Sonic had done to him, he was sure he could ignore it. Unfortunately, with nothing better to do than think, he found he was bringing up these thoughts more often than he wanted to.

Finally, something interesting came along to distract him from these thoughts. Although he couldn't see, he could hear Celestia's voice. It sounded like she was talking to her guards. He tried to strain his ears to listen to what they were saying. The guards sounded curious, confused… What's this? Celestia was taking him to Ponyville? To be reformed?

Now that was a good one. Celestia, thinking she could reform chaos… what was she thinking? If he had been able to, Discord would've rolled his eyes. Celestia had to be really off her rocker if she thought he would ever be made into a good boy. Still, if she was serious, that meant he would have to be set free in order to be 'reformed'. If Celestia thought her student and her friends would be able to reform him, then this could only end well… for him. He just needed to get on their good side (most likely Fluttershy's) and make certain that, even if he couldn't steal the Elements of Harmony, they would be unable to use them on him. Once that was done, he would be free to spread his chaos as he wished, and there would be no Sonic to help the girls this time…

However, as the guards loaded his statue onto a chariot and set off after Celestia's chariot, Discord's mind once again turned to one of the thoughts that he did not like. He fought hard to suppress the thought, and by the time they were on their way to Ponyville, the thought had left his head. Still, the memory of thinking the thought remained with him, and the thought itself made him worry.

"_What would it feel like if somepony were to honestly call me their friend?_"

* * *

><p>Huh? Huh? See what I did with the title there? Ah heh heh... eh, no.<p>

Anyway, how many of have been wondering about Eggman and Discord's little alliance? How many of you have asked about that? ...Well actually, almost nobody has. But I figure it's been on a few minds for a while, so that's partly where this comes from (the other part is that I wanted to make a semi-proper backstory for some of the events in the story). I could've stopped after showing Eggman and Discord agreeing to work together, but I realized there are a few things that happened that were either not explained well or seemed random, so I decided to do a bunch of little vignettes to hopefully answer some questions. I don't write short bits very often, so I don't know how successful I was. If I cleared anything up or you got a chuckle out of this extra bit of story, then I suppose it did what I wanted it to.

Now, notes...

As far as anyone knows, Scrap Brain Zone wasn't destroyed after the events of the original "Sonic the Hedgehog". Heck, it's not known if the Sky Base Zone in the Master System and Game Gear versions was destroyed after Eggman was defeated. Aside from the fate of Metropolis Zone, everything else Cubot says is mostly accurate to what was seen in the games. The other castle base he mentions is the base he had during the events of "Shadow the Hedgehog", and the machine he mentions is the one that Shadow and Espio use to get into Eggman's database at the beginning of the Mad Matrix level and Shadow appears from before Cryptic Castle.

Orbot's mention of Sonic trying to date Amy a few times refers to "Sonic Unleashed" (where he can tell Amy he might consider going on a date with her in the 360/PS3 version) and "Sonic and the Black Knight" (the date Amy claims Sonic forgot about after he finishes telling her his story).

The elderly woman appearance Discord briefly turns into is the same appearance he took on in "Keep Calm and Flutter On" when he was pinching Fluttershy's cheek.

Eggman's mention of mimickers is a retcon due to the fact that I now know that changelings can only turn into ponies (as mentioned in the Cutie Mark Crusaders' story in the comic micro-series).

iDiscord... a parody of iSonic.

Although Discord calls the machine Eggman is using to control Trixie an Eggsbox as a joke, Dr. Eggman and Dr. Wily were seen playing an EGGSbox on the "Evil Friends Forever" variant cover of Sonic Universe #53.

There were two scenes that I didn't include: a scene of Eggman putting the finishing touches on the new Egg Wyvern, and a scene showing what happened with Sonic and Twilight after Twilight had been Discorded. I didn't include the second one because I remembered this chapter was meant to focus on Eggman and Discord, and I couldn't squeeze in the first one properly.

The last line by Discord is a reference to Discord's (eventual) Heel Realization in "Keep Calm and Flutter On".

No music here. Instead, I have two sequel ideas I want to mention:

1. A crossover with "Sonic Lost World" at some point after FiM's season 4 two-part opener. Like with this story, it would basically be the story of that game with ponies and likely some expansion, and now that Sega's announced a Deadly Six (Bonus) Edition of the game, I might be able to make this one work. The main problem is that questions like how Chip's necklace is connected to the Elements of Harmony would not be answered during the story, and there would be certain other things I wouldn't be able to do like bring in a slightly different version of Sunset Shimmer. Which leads me to...

2. A story taking place after the events of "Lost World", again sometime after the two-part opener for season 4 of FiM. Currently the more-developed idea, it would be closer to being an original story, so it might get tricky to write at times, but I would be able to do some of the things I wouldn't be able to do with idea 1 and be better able to set the stage for future stories taking place in this continuity I seem to be establishing. Another thing to note: since Sunset Shimmer would most likely appear, I wouldn't be surprised if there are references made to "Equestria Girls".

So those are my two sequel ideas. A third option might be to combine elements of both together and once again have closer to an original story, but that's debatable. At any rate, I can only choose one sequel idea, and with the time that's going to be spent waiting for "Sonic Lost World" to be released and FiM's fourth season to start, I will hopefully make up my mind earlier rather than later.

In the meantime, like I probably said a bunch of times, I'm going to do an interquel to FiT that explains what happened during the train ride to Canterlot between chapters fifteen and sixteen. You can already guess from the dialogue at the start of chapter sixteen that there will be a rival battle involving Lightning Dust and the Babylon Rogues, the Sonic Storybook series worlds, and a "Sonic Rush Adventure" level, but there will be more. I was thinking of also using levels from spin-off games like "Sonic 3D Blast" as well as using some of my original level ideas (so you'll get to see what I originally planned to do when I was thinking of using Twinkle Park and Casino Park/Bingo Highway as levels). I hope that it will turn out to be a good extra story for you all.

With as long as it took to complete this story (I curse my writing abilities), I've also considered crossing ponies over with other things, which I will list below:

Halo

Metal Gear

Okami/Okamiden

Pokémon Mystery Dungeon

Splinter Cell

For anyone wondering, these are just ideas. While some of them are developed, I don't know when I'll be able to write them, assuming they stick. I mean, I'm not sure if I burned myself out on writing for ponies due to how long I delayed parts of this story, and plus...

Ugh, I'm starting to ramble. Better stop that now. It's my problem, I'll figure out how to deal with it.

At any rate, guys, I want to say thanks to all of you. This story really ended up growing out of what I originally had planned for it and I certainly hope it was enjoyable to all of you. For as long as it took, I can finally say this story is over... for now. Thanks for everything. It's time for the ending medley.

www. youtube. com watch?v=KDeYlPCZl1I


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